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EXHIBIT 10.1
 PURCHASE AND SALE AGREEMENT
  LHRET INDIANAPOLIS, LLC
  COGDELL SPENCER LP,




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TABLE OF CONTENTS
 TABLE OF CONTENTS
 PageARTICLE 1 - CERTAIN DEFINITIONS
    
    
    1ARTICLE 2 - SALE OF PROPERTY
    
    
    8ARTICLE 3 - PURCHASE PRICE
    
    
    93.1 Earnest Money Deposit
    
    
    93.1.1 Payment of Deposit
    
    
    93.1.2 Applicable Terms; Failure to Make Deposit
    
    
    93.2 Cash at Closing
    
    
    9ARTICLE 4 - TITLE MATTERS
    
    
    94.1 Title to Real Property
    
    
    94.2 Title Defects
    
    
    104.2.1 Buyers Objections to Title; Sellers Obligations and Rights
    
    
    104.2.2 No New Exceptions
    
    
    114.3 Title Insurance
    
    
    11ARTICLE 5 - BUYERS DUE DILIGENCE/CONDITION OF THE PROPERTY
    
    
    115.1 Buyers Due Diligence
    
    
    115.1.1 Access to Documents and the Property
    
    
    115.1.2 Limit on Government Contacts
    
    
    125.2 As-Is Sale
    
    
    125.3 Termination of Agreement During Due Diligence Period
    
    
    135.4 Buyers Certificate
    
    
    13ARTICLE 6 - ADJUSTMENTS AND PRORATIONS
    
    
    146.1 Lease Rentals and Other Revenues
    
    
    146.1.1 Rents
    
    
    146.1.2 Other Revenues
    
    
    156.2 Reimbursable Lease Expenses
    
    
    156.3 Real Estate and Personal Property Taxes
    
    
    156.3.1 Proration of Ad ValoremTaxes
    
    
    156.3.2 Insufficient Information
    
    
    166.3.3 Special Assessments
    
    
    166.3.4 Tenant Reimbursements
    
    
    166.3.5 Reassessment
    
    
    176.4 Other Property Operating Expenses
    
    
    176.5 Closing Costs
    
    
    176.6 Cash Security Deposits
    
    
    186.7 Apportionment Credit
    
    
    186.8 Delayed Adjustment; Delivery of Operating and Other Financial Statements
    
    
    18ARTICLE 7 - CLOSING
    
    
    187.1 Closing Date
    
    
    187.2 Title Transfer and Payment of Purchase Price
    
    
    197.3 Sellers Closing Deliveries
    
    
    197.4 Buyers Closing Deliveries
    
    
    21ARTICLE 8 - CONDITIONS TO CLOSING
    
    
    22
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TABLE OF CONTENTS
 Page8.1 Conditions to Sellers Obligations
    
    
    228.2 Conditions to Buyers Obligations
    
    
    228.3 Waiver of Failure of Conditions Precedent
    
    
    238.4 Approvals not a Condition to Buyers Performance
    
    
    23ARTICLE 9 - REPRESENTATIONS AND WARRANTIES
    
    
    249.1 Buyers Representations
    
    
    249.1.1 Buyers Authorization
    
    
    249.1.2 Buyers Financial Condition
    
    
    249.2 Sellers Representations
    
    
    249.2.1 Sellers Authorization
    
    
    249.2.2 Sellers Knowledge Representations
    
    
    259.3 General Provisions
    
    
    279.3.1 No Representation as to Leases
    
    
    279.3.2 Sellers Warranties Deemed Modified
    
    
    279.3.3 Breach of Sellers Warranties prior to Closing
    
    
    289.3.4 Survival; Limitation on Sellers Liability
    
    
    29ARTICLE 10 - COVENANTS
    
    
    2910.1 Buyers Covenants
    
    
    2910.1.1 Confidentiality
    
    
    2910.1.2 Buyers Indemnity
    
    
    3010.2 Sellers Covenants
    
    
    3010.2.1 Contracts
    
    
    3010.2.2 Maintenance of Property
    
    
    3110.3 Mutual Covenants
    
    
    3210.3.1 Publicity
    
    
    3210.3.2 Brokers
    
    
    3210.3.3 Tax Protests; Tax Refunds and Credits
    
    
    3310.3.4 Survival
    
    
    33ARTICLE 11 - FAILURE OF CONDITIONS
    
    
    3411.1 To Sellers Obligations
    
    
    3411.2 To Buyers Obligations
    
    
    34ARTICLE 12 - CONDEMNATION/CASUALTY
    
    
    3412.1 Right to Terminate
    
    
    3412.2 Allocation of Proceeds and Awards
    
    
    3512.3 Insurance
    
    
    3512.4 Waiver
    
    
    35ARTICLE 13 - ESCROW PROVISIONS
    
    
    35ARTICLE 14 - LEASING MATTERS
    
    
    3714.1 New Leases; Lease Modifications
    
    
    3714.2 Lease Enforcement
    
    
    3814.3 Lease Expenses
    
    
    38ARTICLE 15 - MISCELLANEOUS
    
    
    3815.1 Buyers Assignment
    
    
    3815.2 Designation Agreement
    
    
    3815.3 Survival/Merger
    
    
    3915.4 Integration; Waiver
    
    
    39
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TABLE OF CONTENTS
 Page15.5 Governing Law
    
    
    3915.6 Captions Not Binding; Exhibits
    
    
    4015.7 Binding Effect
    
    
    4015.8 Severability
    
    
    4015.9 Notices
    
    
    4015.10 Counterparts
    
    
    4215.11 No Recordation
    
    
    4215.12 Additional Agreements; Further Assurances
    
    
    4215.13 Construction
    
    
    4215.14 Maximum Aggregate Liability
    
    
    4415.15 Time of Essence
    
    
    4515.16 WAIVER OF JURY TRIAL
    
    
    4515.17 Facsimile Signatures
    
    
    45
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Exhibit A
    
    Legal DescriptionExhibit B
    
    List of ContractsExhibit C
    
    Form of As-Is Certificate and AgreementExhibit D
    
    Form of DeedExhibit E
    
    Form of Bill of SaleExhibit F
    
    Form of Assignment of LeasesExhibit G
    
    Form of Assignment of Intangible PropertyExhibit H
    
    Form of Notice to TenantsExhibit I
    
    Form of FIRPTA AffidavitExhibit J
    
    Form of Assignment of Ground LeasesExhibit K-1
    
    Form of Title AffidavitExhibit K-2
    
    Form of Gap IndemnityExhibit L
    
    Specified DocumentsExhibit M
    
    Form of Tenant Estoppel CertificateExhibit N
    
    Notices of Litigation, Contract Defaults and Governmental ViolationsExhibit O
    
    Current Rent Roll
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PURCHASE AND SALE AGREEMENT
 THIS PURCHASE AND SALE AGREEMENT Agreement LHRET INDIANAPOLIS, LLC, Seller COGDELL SPENCER LP Buyer
 W I T N E S S E T H:
  ARTICLE 1  CERTAIN DEFINITIONS
  Associates LLC
 Building Access Agreement
 business day
 Buyers Broker
 Buyers Reports
 Buyers Representatives
 Clarian
 Clarian Ground Lease
 Closing




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Closing Date
 Closing Documents Article 7
 Closing Tax Year
 Commencement Date
 Confidential Materials
 Contracts Exhibit B Subsection 10.2.1 Subsection
10.2.1
 deemed to know
 (a)
    
    Buyer shall be deemed to know of the existence of a fact or
circumstance to the extent that:
 (i)
    
    any Buyers Representative knows of such fact or circumstance,
or(ii)
    
    such fact or circumstance is disclosed by this Agreement, the
Closing Documents executed by Seller, the Documents, any estoppel certificate
executed by any tenant of the Property and delivered to any Buyers
Representatives, or any Buyers Reports.
 (b)
    
    Buyer shall be deemed to know that any Sellers Warranty is untrue,
inaccurate or incorrect to the extent that:
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(i)
    
    any Buyers Representative has knowledge of information which
is inconsistent with such Sellers Warranty, or(ii)
    
    this Agreement, the Closing Documents executed by Seller, the
Documents, any estoppel certificate executed by any tenant of the Property and
delivered to any Buyers Representatives, or any Buyers Reports contains
information which is inconsistent with such Sellers Warranty.
 Deposit Section
3.1
 Designated Representatives
 Documents
 Due Diligence
 Due Diligence Period
 Escrow Agent
 ERISA
 Garage Ground Lease
 Ground Leases
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Ground Lessor
 Ground Lessors Consent Section
8.2(e)
 Hazardous Materials Exhibit C
 Improvements
 Intangible Property
 (a)
    
    the Contracts; and(b)
    
    to the extent that the same are in effect as of the Closing Date, any licenses,
permits and other written authorizations necessary for the use, operation or ownership
of the Real Property; and(c)
    
    any guaranties and warranties in effect with respect to any portion of the Real
Property or the Personal Property as of the Closing Date; and(d)
    
    the rights of Seller (if any) to the name Methodist Professional Center (it
being acknowledged by Buyer that Seller does not have exclusive rights (and in fact may
have no rights) to use such name and that Seller has not registered the same in any
manner).
 Land
 Laws
 Leases
 LHT
 Liabilities
 Major Casualty/Condemnation
 (a)
    
    any condemnation or eminent domain proceedings that occurs after the date
hereof, if and only if the portion of the Property that is the subject of such
proceedings has a value in excess of One Million Dollars ($1,000,000), as reasonably
determined by Buyer and Seller; and
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(b)
    
    any casualty that occurs after the date hereof, if and only if the portion of
the Property that is damaged or destroyed has a cost of repair that is in excess of One
Million Dollars ($1,000,000), as reasonably determined by Buyer and Seller.
 Methodist
 New Leases
 Office Ground Lease
 Owners Title Policy
 Permitted Exceptions Subsection 4.2.2 Section
4.2.1(a) Subsection 4.2.1 Subsection 7.3(a) (b)
 Personal Property clauses (a) (b)
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Property
 Property Documents
 Prudential
 Purchase Price
 Real Property Exhibit A Land Improvements provided however Real Property
 Reimbursable Lease Expenses Section 14.1
 Remove
 Rents
 Required Exceptions
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(a)
    
    any Title Objections to the extent (and only to the extent) that the same (i)
have not been caused by any Buyers Representatives, and (ii) constitute any of the
following:
 (A)
    
    liens evidencing monetary encumbrances (other than liens for
general real estate taxes not yet due and payable) (Monetary Liens)
that are created as a result of the intentional acts or omissions of Seller or
its agents and affiliates; or(B)
    
    liens or encumbrances other than Monetary Liens created by
Seller or its agents and affiliates after the date of this Agreement in
violation of Subsection 4.2.2.
 (b)
    
    any exception to title that Seller has specifically agreed in writing to Remove
pursuant to the terms of Section 4.2.1(b).
 Required Tenants Major Tenants
 Seller-Allocated Amounts
 (a)
    
    with respect to any condemnation or eminent domain proceedings with respect to
any portion of the Property that occurs after the date hereof, (i) the costs, expenses
and fees, including reasonable attorneys fees, expenses and disbursements, incurred by
Seller in connection with obtaining payment of any award or proceeds in connection with
any such condemnation or eminent domain proceedings, and (ii) any portion of any such
award or proceeds that is allocable to loss of use of the Property prior to Closing;
and(b)
    
    with respect to any casualty to any portion of the Property that occurs after
the date hereof, (i) the reasonable costs, expenses and fees, including reasonable
attorneys fees, expenses and disbursements, incurred by Seller in connection with the
negotiation and/or settlement of any casualty claim with an insurer with respect to the
Property, (ii) the proceeds of any rental loss, business interruption or similar
insurance that are allocable to the period prior to the Closing Date, and (iii) the
reasonable and actual costs incurred by Seller in stabilizing the Property following a
casualty.
 Seller Parties
 Sellers Broker
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Sellers knowledge
 Sellers Warranties Section 9.2
 Survey
 Tax Year
 Title Commitment
 Title Company
 Title Documents
 Title Objections Subsection 4.2.1(a)
 Transaction
 ARTICLE 2  SALE OF PROPERTY
  ARTICLE 3  PURCHASE PRICE
 Article 6 Section
7.2
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3.1
    
    Earnest Money Deposit.
 3.1.1
    
    Payment of Deposit. Upon the full and final execution of this
Agreement and as a condition precedent to the effectiveness of this Agreement, Buyer
shall pay one half (1/2) of the Deposit (i.e. $500,000) to Escrow Agent within three
(3) business days following the Commencement Date. In addition, no later than the
expiration of the Due Diligence Period (provided that this Agreement is not sooner
terminated in accordance with the terms hereof), and as a condition to the continued
effectiveness of this Agreement, Buyer shall pay the second one half (1/2) of the
Deposit (i.e. $500,000) to Escrow Agent.3.1.2
    
    Applicable Terms; Failure to Make Deposit. The Deposit shall be paid
to Escrow Agent in immediately available funds. Except as expressly otherwise set
forth herein, the Deposit shall be applied against the Purchase Price on the Closing
Date and shall otherwise be held and delivered by Escrow Agent in accordance with the
provisions of Article 13. Notwithstanding any provision in this Agreement to
the contrary, if Buyer fails to timely make the Deposit as provided herein, Buyer shall
be deemed to have elected to terminate this Agreement and the parties shall have no
further rights or obligations hereunder except for obligations which expressly survive
the termination of this Agreement.
 3.2
    
    Cash at Closing. On the Closing Date, Buyer shall (a) pay to Seller an amount equal
to the balance of the Purchase Price in immediately available funds by wire transfer as more
particularly set forth in Section 7.2, as prorated and adjusted as set forth in
Article 6, Section 7.2, or as otherwise provided under this Agreement, and (b)
cause the Escrow Agent to simultaneously pay the Deposit to Seller in immediately available
funds by wire transfer as more particularly set forth in Section 7.2.
 ARTICLE 4  TITLE MATTERS
 4.1
    
    Title to Real Property. Seller shall use commercially reasonable efforts to obtain
the Title Commitment, copies of all of the Title Documents as soon as reasonably practicable
after the date hereof. Buyer acknowledges that Seller ordered the Title Commitment and copies
of the Title Documents on December 6, 2005. Buyer shall use commercially reasonable efforts
to obtain the Survey as soon as reasonably practicable after the date hereof. Seller shall
notify Buyer when it receives any of the aforementioned documents and shall promptly furnish
Buyer copies of the same. Buyer shall notify Seller when it receives the Survey and shall
promptly furnish Seller a copy of the same.
 4.2
    
    Title Defects.
 4.2.1
    
    Buyers Objections to Title; Sellers Obligations and Rights.
 (a)
    
    Prior to the expiration of the Due Diligence Period, Buyer
shall have the right to object in writing to any title matters that appear on
the Title Commitment, the Survey, and any supplemental title reports or updates
to the Title Commitment (whether or not such matters constitute Permitted
Exceptions). In addition, after the expiration of the Due Diligence Period,
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Buyer shall have the right to object in writing to any title matters which
are not Permitted Exceptions that may first appear on any supplemental title
reports or updates to the Title Commitment or Survey issued after the
expiration of the Due Diligence Period so long as such objection is made by
Buyer within five (5) business days after Buyer becomes aware of the same
(but, in any event, prior to the Closing Date). Unless Buyer is entitled to
and timely objects to such title matters, all such title matters shall be
deemed to constitute additional Permitted Exceptions.(b)
    
    To the extent that any Title Objections do not constitute
Required Exceptions, Seller may elect (but shall not be obligated) to Remove or
cause to be Removed any such Title Objections and Seller shall notify Buyer in
writing within five (5) business days after receipt of Buyers notice of Title
Objections (but, in any event, prior to the Closing Date) whether Seller elects
to Remove the same. Failure of Seller to respond in writing within such period
shall be deemed an election by Seller not to Remove such Title Objections. Any
Title Objection that Seller elects in writing to Remove shall be deemed a
Required Exception. If Seller elects not to Remove one or more Title
Objections, then, other than with respect to the Required Exceptions, within
five (5) business days after Sellers election (but, in any event, prior to the
Closing Date), Buyer may elect in writing to either (i) terminate this
Agreement, in which event the Deposit shall be paid to Buyer and, thereafter,
the parties shall have no further rights or obligations hereunder except for
obligations which expressly survive the termination of this Agreement, or (ii)
waive such Title Objections and proceed to Closing. Failure of Buyer to
respond in writing within such period shall be deemed an election by Buyer to
waive such Title Objections and proceed to Closing. Any such Title Objection
so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted
Exception and the Closing shall occur as herein provided without any reduction
of or credit against the Purchase Price with respect thereto.(c)
    
    If this Agreement is not terminated by Buyer in accordance with
the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed
any Required Exceptions. Seller may use any portion of the Purchase Price to
satisfy any Required Exceptions that exist as of the Closing Date, provided
Seller shall cause the Title Company to Remove the same. If Seller is unable
to Remove any Required Exceptions prior to the Closing, Buyer may at Closing
elect to either (a) terminate this Agreement, in which event the Deposit shall
be paid to Buyer and, thereafter, the parties shall have no further rights or
obligations hereunder except for obligations which expressly survive the
termination of this Agreement, or (b) accept such exceptions to title and the
Closing shall occur as herein provided without any reduction of or credit
against the Purchase Price or (c) to replace, without any increased cost to
Seller, the Title Company with another nationally recognized title insurance
company
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if the Title Company fails or refuses to Remove any exceptions to title that
Seller elects or is required to Remove.(d)
    
    Seller shall be entitled to a reasonable adjournment of the
Closing (not to exceed thirty (30) days) for the purpose of the Removal of any
exceptions to title.
 4.2.2
    
    No New Exceptions. From and after the date hereof, Seller shall not
execute any deed, easement, restriction, covenant or other matter affecting title to
the Property unless Buyer has received a copy thereof and has approved the same in
writing. If Buyer fails to object in writing to any such proposed instrument within
three (3) business days after receipt of the aforementioned notice, Buyer shall be
deemed to have approved the proposed instrument if such three (3) business days ends on
or prior to the expiration of the Due Diligence Period and Buyer shall be deemed to
have disapproved the proposed instrument if such three (3) business days ends
subsequent to the expiration of the Due Diligence Period. Buyers consent shall not be
unreasonably withheld, conditioned or delayed with respect to any such instrument that
is proposed prior to the expiration of the Due Diligence Period. Buyer, in its sole
and absolute discretion, shall be entitled to grant or withhold its consent with
respect to any such instrument that is proposed between the expiration of the Due
Diligence Period and the Closing.
 4.3
    
    Title Insurance. At Closing, the Title Company shall issue the Owners Title Policy
to Buyer, insuring that Buyer holds the ground leasehold interest in the Land and fee simple
title to the Improvements subject only to the Permitted Exceptions. Buyer shall be entitled
to request that the Title Company provide such endorsements (or amendments) to the Owners
Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or
amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b)
Buyers obligations under this Agreement shall not be conditioned upon Buyers ability to
obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall
nevertheless be obligated to proceed to close the Transaction without reduction of or set off
against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyers
request.
 ARTICLE 5  BUYERS DUE DILIGENCE/CONDITION OF THE PROPERTY
 5.1
    
    Buyers Due Diligence.
 5.1.1
    
    Access to Documents and the Property. Commencing on the Commencement
Date and continuing to the Closing Date, Seller has and will continue to make or cause
to be made available to Buyer for copying, at Buyers sole cost and expense, on-site
property files of Seller and Sellers property manager (other than Confidential
Materials). Within five (5) business days after the Commencement Date, Seller shall
deliver to Buyer true and complete copies of the materials identified on Exhibit
L attached to hereto (the Specified Documents). Failure of Seller to
deliver all of the Specified Documents to Buyer within such five (5) business day
period shall extend the Due Diligence Period by one (1) day for each day after the
fifth (5th) business day following the Commencement Date until all
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of the Specified Documents are delivered to Buyer. In addition, commencing on the
Commencement Date and continuing to the Closing Date, Seller has and will continue
to allow Buyers Representatives access to the Property upon reasonable prior notice
at reasonable times provided (a) such access does not unreasonably interfere with
the operation of the Property or the rights of tenants; (b) Buyer shall coordinate
with Seller and Sellers property manager prior to and during each visit to the
Property by any Buyers Representatives and representatives of Seller shall have the
right to accompany Buyers Representatives during each such visit; (c) Buyers
Representatives shall not contact any tenant, other than Clarian, Methodist and
affiliates of Clarian and Methodist, without Sellers prior written consent; (d)
after the expiration of the Due Diligence Period Buyers Representatives shall not
be permitted to perform any further testing or other physical evaluation of the
Property prior to Closing; and (e) Seller or its designated representative shall
have the right to pre-approve and be present during any physical testing of the
Property. Buyer shall promptly return the Property to the condition existing prior
to any tests and inspections. Prior to such time as any Buyers Representatives
enter the Property, Buyer shall (i) obtain policies of general liability insurance
which insure Buyers Representatives with liability insurance limits of not less
than $1,000,000 combined single limit for personal injury and property damage and
name Seller and Sellers property manager as additional insureds and which are with
such insurance companies, provide such coverages and carry such other limits as
Seller shall reasonably require, and (ii) provide Seller with certificates of
insurance evidencing that Buyer has obtained the aforementioned policies of
insurance.5.1.2
    
    Limit on Government Contacts. Notwithstanding any provision in this
Agreement to the contrary, except in connection with the preparation of a so-called
Phase I environmental report with respect to the Property, Buyers Representatives
shall not contact any governmental official or representative regarding hazardous
materials on or the environmental condition of the Property without Sellers prior
written consent thereto, which consent shall not be unreasonably withheld, conditioned
or delayed. In addition, if Sellers consent is obtained by Buyer, Seller shall be
entitled to receive at least five (5) days prior written notice of the intended contact
and to have a representative present when any Buyers Representatives has any such
contact with any governmental official or representative.5.1.3
    
    Other Due Diligence Obligations of Buyer. All inspections by Buyers
Representatives shall be at Buyers sole expense and shall be in accordance with
applicable Laws, including without limitation, Laws relating to worker safety and the
proper disposal of discarded materials. Buyer shall cause each of Buyers
Representatives to be aware of the terms of this Agreement as it relates to the conduct
of Buyers Due Diligence and the obligations of such parties hereunder.5.1.4
    
    Waiver and Release. Buyer, for itself and all of the other Buyers
Representatives, hereby waives and releases Seller and each of the Seller Parties from
all claims resulting directly or indirectly from access to, entrance upon, or
inspection of the Property by Buyers Representatives.
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5.2
    
    As-Is Sale. Buyer acknowledges and agrees as follows:
 (a)
    
    During the Due Diligence Period, Buyer has conducted, and shall
continue to conduct, or has waived its right to conduct, such Due Diligence as
Buyer has deemed or shall deem necessary or appropriate.(b)
    
    Except for Sellers Warranties, the Property shall be sold, and
Buyer shall accept possession of the Property on the Closing Date, AS IS,
WHERE IS, WITH ALL FAULTS, with no right of setoff or reduction in the
Purchase Price.(c)
    
    Except for Sellers Warranties, none of the Seller Parties have
or shall be deemed to have made any verbal or written representations,
warranties, promises or guarantees (whether express, implied, statutory or
otherwise) to Buyer with respect to the Property, any matter set forth,
contained or addressed in the Documents (including, but not limited to, the
accuracy and completeness thereof) or the results of Buyers Due Diligence.(d)
    
    Buyer shall independently confirm to its satisfaction all
information that it considers material to its purchase of the Property or the
Transaction.
 5.3
    
    Termination of Agreement During Due Diligence Period. If Buyer, in its sole and
absolute discretion, is not satisfied with the results of its Due Diligence during the Due
Diligence Period, Buyer may terminate this Agreement by written notice to Seller at any time
prior to the expiration of the Due Diligence Period, and, in the event of such termination,
neither Seller nor Buyer shall have any liability hereunder except for those obligations which
expressly survive the termination of this Agreement and Buyer shall be entitled to the return
of the Deposit. In the event Buyer fails to terminate this Agreement prior to the expiration
of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this
Agreement in accordance with this Article 5.
 5.4
    
    Buyers Certificate. Buyer shall deliver to Seller at the Closing, a certificate in
the form of Exhibit C attached hereto and incorporated herein by this reference.
 ARTICLE 6  ADJUSTMENTS AND PRORATIONS
  6.1
    
    Lease Rentals and Other Revenues.6.1.1
    
    Rents. All collected Rents shall be prorated between Seller and Buyer
as of the day prior to the Closing Date. Seller shall be entitled to all Rents
attributable to any period to but not including the Closing Date. Buyer shall be
entitled to all Rents attributable to any period on and after the Closing Date. Rents
not collected as of the Closing Date shall not be prorated at the time of Closing.6.1.2
    
    Other Revenues. Revenues from Property operations (other than Rents
(which shall be prorated as provided in Subsection 6.1.1), security deposits
(which will be apportioned as provided in Section 6.6), and pre-paid
installments or other
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payments under Contracts) that are actually collected shall be prorated between
Buyer and Seller as of 12:01 a.m. on the Closing Date. Seller shall be entitled to
all such revenues attributable to any period to but not including the Closing Date
and Buyer shall be entitled to all such revenues attributable to any period on and
after the Closing Date.6.1.3
    
    Post-Closing Collections. After Closing, Buyer shall make a good
faith effort to collect any Rents or other revenues not collected as of the Closing
Date on Sellers behalf and to tender the same to Seller upon receipt;
provided, however, that all Rents collected by Buyer on or after the
Closing Date shall first be applied to all amounts due under the applicable Lease at
the time of collection (i.e., current Rents and sums due Buyer as the current owner and
landlord) with the balance (if any) payable to Seller, but only to the extent of
amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to
collect the sums due Seller under the Leases or other revenue due Seller and Seller
hereby retains its rights to pursue claims against any tenant under the Leases or other
party for sums due with respect to periods prior to the Closing Date; provided,
however, that with respect to any legal proceedings against any tenant under a
Lease, Seller (a) shall be required to notify Buyer in writing of its intention to
commence or pursue such legal proceedings; (b) shall only be permitted to commence or
pursue any legal proceedings after the date which is three (3) months after Closing;
and (c) shall not be permitted to commence or pursue any legal proceedings against any
tenant seeking eviction of such tenant or the termination of the underlying Lease. The
terms of this Section 6.1.3 shall survive the Closing and not be merged
therein.
 6.2
    
    Reimbursable Lease Expenses. At Closing, Buyer shall reimburse Seller for the
Reimbursable Lease Expenses to the extent required by the terms of Article 14.
  6.3.1
    
    Proration of Ad Valorem Taxes. Buyer and Seller shall only prorate ad
valorem real estate and personal property taxes for the Property that are actually due
and payable during Closing Tax Year, regardless of the year for which such taxes are
assessed. As a result, if real estate or personal property taxes for the Property are
paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise
attributable to the previous Tax Year), there shall be no proration of real estate
taxes assessed for or attributable to the Property for the Closing Tax Year (which
would be due and payable during the following Tax Year). There shall be no proration
of ad valorem real estate or personal property taxes other than as set forth
hereinabove and, as between Buyer and Seller, Buyer agrees that it shall be solely
responsible for all such ad valorem real estate and personal property taxes due and
payable after the Closing. The proration of the ad valorem real estate and personal
property taxes actually due and payable during the Closing Tax Year shall be calculated
as follows:
 (a)
    
    Seller shall be responsible for that portion of such taxes
equal to (i) the total such taxes due and payable during the Closing Tax Year,
multiplied
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by (ii) a fraction, the numerator of which shall be the number of
days in the Closing Tax Year prior to the Closing Date, and the denominator
of which shall be 365; and(b)
    
    Buyer shall be responsible for that portion of such taxes equal
to (i) the total such taxes due and payable during the Closing Tax Year,
multiplied by (ii) a fraction, the numerator of which shall be
the number of days in the Closing Tax Year subsequent to and including the
Closing Date, and the denominator of which shall be 365.
 Seller shall be responsible for all deferred and rollback real estate taxes
applicable to Sellers period of ownership of the Property, if any, except for such
taxes that are recoverable from tenants of the Property. For purposes of clarity,
taxes assessed or imposed in calendar year 2005 but that are payable in calendar
year 2006 shall not be considered deferred or rollback taxes of purposes of the
foregoing.6.3.2
    
    Insufficient Information. If, at Closing, the real estate and/or
personal property tax rate and assessments have not been set for the taxes due and
payable during the Closing Tax Year, then the proration of such taxes shall be based
upon the 2006 Budgeted Taxes (as used in the Confidential Investment Description dated
August 2, 2005) and such prorations shall be final.6.3.3
    
    Special Assessments. Seller shall pay all installments of special
assessments due and payable prior to the Closing Date and Buyer shall pay all
installments of special assessments due and payable on and after the Closing Date;
provided, however, that (a) if the owner of the Property has the
election to pay any special assessment either immediately or under a payment plan with
interest, Seller may elect to pay under a payment plan, which election shall be binding
on Buyer; and (b) Seller shall not be required by the foregoing to pay any installments
of special assessments which have not been confirmed or which relate to projects that
have not been completed on the date hereof.6.3.4
    
    Tenant Reimbursements. INTENTIONALLY DELETED
 6.4
    
    Other Property Operating Expenses. Operating expenses for the Property shall be
prorated as of 12:01 a.m. on the Closing Date. Seller shall pay all utility charges and other
operating expenses attributable to the Property to, but not including the Closing Date (except
for those utility charges and operating expenses payable by tenants in accordance with the
Leases) and Buyer shall pay all utility charges and other operating expenses attributable to
the Property on or after the Closing Date. To the extent that the amount of actual
consumption of any utility services is not determined prior to the Closing Date, a proration
shall be made at Closing based on the last available reading and post-closing adjustments
between Buyer and Seller shall be made within twenty (20) days of the date that actual
consumption for such pre-closing period is determined, which obligation shall survive the
Closing and not be merged therein. Seller shall not assign to Buyer any deposits which Seller
has with any of the utility services or companies servicing the Property. Buyer shall arrange
with such services and companies to have accounts opened in Buyers name beginning at 12:01
a.m. on the Closing Date.
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6.5
    
    Closing Costs. Buyer shall pay the following costs and expenses associated with the
Transaction: (a) all premiums and charges of the Title Company for the endorsements to the
Owners Title Policy (including endorsements), (b) the cost of the Survey (including any
Survey costs incurred by Seller in anticipation of the sale of the Property), (c) all
recording and filing charges in connection with the instrument by which Seller conveys the
Property, (d) one-half of all escrow or closing fees charged by Escrow Agent, (e) the
commission due Buyers Broker, if any, (f) all costs of Buyers Due Diligence, including fees
due its consultants and attorneys, and (g) all lenders fees related to any financing to be
obtained by Buyer. Seller shall pay the following costs and expenses associated with the
Transaction: (i) all premium and charges of the Title Company for the Title Commitment and
the base Owners Title Policy (exclusive of any endorsements), (ii) the commission due
Sellers Broker, if any, (iii) all fees due its attorneys, (iv) one-half of all escrow and
closing fees charged by Escrow Agent and (v) all costs incurred in connection with causing the
Title Company to Remove any Required Exceptions. The obligations of the parties under this
Section 6.5 shall survive the Closing (and not be merged therein) or any earlier
termination of this Agreement. Buyer and Seller acknowledge that no transfer taxes are
applicable to the transfer of the Property.
 6.6
    
    Cash Security Deposits. At Closing, Seller shall give Buyer a credit against the
Purchase Price in the aggregate amount of any cash security deposits then held by Seller under
the Leases less any administrative or similar charges to which Seller may be entitled
under applicable Law.
 6.7
    
    Apportionment Credit. In the event the apportionments to be made at the Closing
result in a credit balance (a) to Buyer, such sum shall be paid at the Closing by giving Buyer
a credit against the Purchase Price in the amount of such credit balance, or (b) to Seller,
Buyer shall pay the amount thereof to Seller at the Closing by wire transfer of immediately
available funds to the account or accounts to be designated by Seller for the payment of the
Purchase Price.
 6.8
    
    Delayed Adjustment; Delivery of Operating and Other Financial Statements. If at any
time following the Closing Date, the amount of an item listed in any section of this
Article 6 (other than Section 6.3) shall prove to be incorrect (whether as a
result of an error in calculation or a lack of complete and accurate information as of the
Closing) or otherwise require adjustment as a result of any year-end or periodic
reconciliations of reimbursable operating expenses or tax payments by a tenant under a Lease
(limited to calendar year 2005 adjustments only), the party owing money as a result of such
error or adjustment shall promptly pay to the other party the sum necessary to correct such
error or make such adjustment upon receipt of proof of the same, provided that such proof is
received by the party from whom payment is to be made on or before one (1) year after Closing
(such period being referred to herein as the Post Closing Adjustment Period). In
order to enable Seller to determine whether any such delayed adjustment is necessary, Buyer
shall provide to Seller, to the extent related to calendar year 2005 adjustments only, current
operating and financial statements for the Property and copies of any correspondence and
statements sent to tenants in connection with any such reconciliation promptly after the same
are prepared, but, in any event, no later than the date one (1) month prior to the expiration
of the Post-Closing Adjustment Period. The provisions of this Section 6.8 shall
survive the Closing and not be merged therein.
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ARTICLE 7  CLOSING
  7.1
    
    Closing Date. Closing shall occur on the Closing Date. The parties shall endeavor
to conduct an escrow-style closing through the Escrow Agent so that it will not be necessary
for any party to attend the Closing. If, however, either Buyer or Seller determines in good
faith that such an escrow Closing is not practical, Buyer and Seller shall conduct a
pre-closing at 10:00 a.m. Eastern Time on the last business day prior to the Closing Date at
the offices of Sellers attorney with title transfer and payment of the Purchase Price to be
completed on the Closing Date as set forth in Section 7.2. Time is of the essence
with respect to the Closing.
 7.2
    
    Title Transfer and Payment of Purchase Price. Provided all conditions precedent to
Sellers obligations hereunder have been satisfied, Seller agrees to convey the Property to
Buyer upon confirmation of receipt of the Purchase Price by the Escrow Agent as set forth
below. Provided all conditions precedent to Buyers obligations hereunder have been
satisfied, Buyer agrees to pay the amount specified in Article 3 by timely delivering
the same to the Escrow Agent no later than 11:00 a.m. Eastern Time on the Closing Date.
 7.3
    
    Sellers Closing Deliveries. At Closing, Seller shall deliver or cause to be
delivered the following:
 (a)
    
    Deed. A deed in the form of Exhibit D attached
hereto and incorporated herein by this reference (Deed) executed and
acknowledged by Seller.(b)
    
    Assignment of Ground Leases. An assignment and
assumption of the Ground Leases, in the form of Exhibit J attached
hereto and incorporated herein by this reference (Assignment of Ground
Leases) executed by Seller.(c)
    
    Bill of Sale. A bill of sale in the form of
Exhibit E attached hereto and incorporated herein by this reference
(Bill of Sale) executed by Seller.(d)
    
    Assignment of Tenant Leases. An assignment and
assumption of the Leases, in the form of Exhibit F attached hereto and
incorporated herein by this reference (Assignment of Leases) executed
by Seller.(e)
    
    Assignment of Intangible Property. An assignment and
assumption of the Intangible Property in the form of Exhibit G attached
hereto and incorporated herein by this reference (Assignment of Intangible
Property) executed by Seller.(f)
    
    Notice to Tenants. A single form letter in the form of
Exhibit H attached hereto and incorporated herein by this reference,
executed by Seller, duplicate copies of which shall be sent by Buyer after
Closing to each tenant under the Leases.
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(g)
    
    Non-Foreign Status Affidavit. A non-foreign status
affidavit in the form of Exhibit I attached hereto and incorporated
herein by this reference, as required by Section 1445 of the Internal Revenue
Code, executed by Seller.(h)
    
    Evidence of Authority. Documentation to establish to
the Title Companys and Buyers counsels reasonable satisfaction the due
authorization of Seller to execute this Agreement and the Closing Documents to
be delivered by Seller and the consummation of the Transaction.(i)
    
    Other Documents. A title affidavit in the form of
Exhibit K-1 attached hereto and incorporated herein by this reference,
a gap indemnity in the form of Exhibit K-2 attached hereto and
incorporated herein by this reference, and such other documents as may be
reasonably required by the Title Company or as may be agreed upon by Seller and
Buyer to consummate the Transaction.(j)
    
    Letters of Credit as Tenant Security Deposits. With
respect to any security deposits which are letters of credit, Seller shall, if
the same may be assigned or quitclaimed by Seller, (i) deliver to Buyer at the
Closing such letters of credit, (ii) execute and deliver such other instruments
as the issuers of such letters of credit shall reasonably require, and (iii)
cooperate with Buyer to change the named beneficiary under such letters of
credit to Buyer so long as Seller does not incur any additional liability or
expense in connection therewith.(k)
    
    Tax Returns. If applicable, duly completed and signed
real estate transfer tax forms, sales tax returns and sales disclosure forms.(l)
    
    1099. A 1099 reflecting the Purchase Price and sale of
the Property, executed by Seller.(m)
    
    Bringdown Certificate. Sellers written certification
that its representations and warranties set forth in this Agreement are true
and correct as of the Closing Date.(n)
    
    Closing Statement. Buyers form of closing statement,
setting forth the prorations and adjustments to the Purchase Price respecting
the Property to be made pursuant to Article 6 (the Closing
Statement), executed by Seller.(o)
    
    Keys and Original Documents. Keys to all locks on the
Real Property in Sellers or Sellers building managers possession and
originals or, if originals are not available, copies, of all of the Property
Documents, to the extent not previously delivered to Buyer.
 Subsections (a) (n) Section 7.3
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Subsection (m) Section 7.3
 7.4
    
    Buyers Closing Deliveries. At the Closing, Buyer shall deliver or cause to be
delivered the following:
 (a)
    
    Purchase Price. The Purchase Price, as adjusted for
apportionments and other adjustments required under this Agreement, plus any
other amounts required to be paid by Buyer at Closing.(b)
    
    Bill of Sale. The Bill of Sale executed by Buyer.(c)
    
    Assignment of Leases and Assignment of Ground Leases.
The Assignment of Leases and the Assignment of Ground Leases, each executed by
Buyer.(d)
    
    Assignment of Intangible Property. The Assignment of
Intangible Property executed by Buyer.(e)
    
    Buyers As-Is Certificate. The certificate of Buyer
required under Article 5 hereof.(f)
    
    Evidence of Authority. Documentation to establish to
Sellers reasonable satisfaction the due authorization of Buyers acquisition
of the Property and Buyers execution of this Agreement and the Closing
Documents required to be delivered by Buyer and the consummation of the
Transaction.(g)
    
    Other Documents. Such other documents as may be
reasonably required by the Title Company or may be agreed upon by Seller and
Buyer to consummate the Transaction.(h)
    
    Tax Returns. If applicable, duly completed and signed
real estate transfer tax or sales tax returns.(i)
    
    Closing Statement. The Closing Statement, executed by
Buyer.
 Section 7.2 Subsections
(b) (i) Section 7.4
 ARTICLE 8  CONDITIONS TO CLOSING
 8.1
    
    Conditions to Sellers Obligations. Sellers obligation to close the Transaction is
conditioned on all of the following, any or all of which may be waived by Seller by an express
written waiver, at its sole option:
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(a)
    
    Representations True. All representations and
warranties made by Buyer in this Agreement shall be true and correct in all
material respects on and as of the Closing Date, as if made on and as of such
date except to the extent they expressly relate to an earlier date;(b)
    
    Buyers Financial Condition. No petition has been
filed by or against Buyer under the Federal Bankruptcy Code or any similar
State or Federal Law, whether now or hereafter existing; and(c)
    
    Buyers Deliveries Complete. Buyer shall have
delivered the funds required hereunder and all of the documents to be executed
by Buyer set forth in Section 7.4 and shall have performed all other
covenants, undertakings and obligations, and complied with all conditions
required by this Agreement, to be performed or complied with by Buyer at or
prior to the Closing.(d)
    
    Ground Lessors Consent and Waiver of Right of First
Refusal. Either (i) the Ground Lessor shall have executed a written
consent, consenting to the assignment of Ground Leases to Buyer and waiving its
right of first refusal under the Ground Leases with respect to such assignment
and confirming no defaults under the Ground Leases or (ii) to have such right
of first refusal deemed waived to the extent such deemed waiver is expressly
provided pursuant to the terms of the Ground Leases (collectively, the
Ground Lessors Consent). Prior to the expiration of the Due
Diligence Period, Seller shall use diligent, good faith efforts to obtain such
Ground Lessors Consent. Seller shall have no liability or obligations
hereunder if Ground Lessor fails or refuses to timely deliver the Ground
Lessors Consent.
 8.2
    
    Conditions to Buyers Obligations. Buyers obligation to close the Transaction is
conditioned on all of the following, any or all of which may be expressly waived by Buyer in
writing, at its sole option:
 (a)
    
    Representations True. Subject to the provisions of
Section 9.3, all representations and warranties made by Seller in this
Agreement, as the same may be amended as provided in Section 9.3, shall
be true and correct in all material respects on and as of the Closing Date, as
if made on and as of such date except to the extent that they expressly relate
to an earlier date;(b)
    
    Title Conditions Satisfied. At the time of the
Closing, title to the Property shall be as provided in Article 4 of
this Agreement; and(c)
    
    Estoppel Certificates. At least three (3) business
days prior to Closing, Buyer shall have received executed estoppel certificates
from the Required Tenants, each of which (i) shall be dated no earlier than
thirty (30) days prior to the initially scheduled Closing Date, (ii) shall
contain no matters inconsistent with the terms of the applicable Lease or any
other material matters unacceptable to Buyer in its reasonable discretion and
(iii) shall be
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substantially in the form of Exhibit M attached hereto and
incorporated herein by this reference. Notwithstanding any provisions in
this Agreement to the contrary, if Buyer fails to object in writing to an
estoppel certificate executed by any tenant within three (3) business days
after the date the same has been delivered to any Buyers Representative,
Buyer shall be deemed to have approved the same. Seller shall use
commercially reasonable efforts to obtain such estoppel certificates but
Seller shall have no liability or obligations hereunder if the tenants fail
or refuse to timely deliver such estoppel certificates.(d)
    
    Sellers Deliveries Complete. Seller shall have
delivered all of the documents and other items required pursuant to Section
7.3 and shall have performed all other covenants, undertakings and
obligations, and complied with all conditions required by this Agreement, to be
performed or complied with by Seller at or prior to the Closing.(e)
    
    Ground Lessor Consent. The Ground Lessor shall have
issued the Ground Lessors Consent (defined in Section 8.1(d) above).(f)
    
    Violations of Law. No governmental authority or
agency shall have issued, between the end of the Due Diligence Period and the
Closing date, a written notice that the Real Property is in violation of Laws
with a cost to repair in excess of $50,000 (individually or in the aggregate)
which violation has not, at Sellers option, either been corrected by Seller on
or prior to the Closing Date or the reasonable, estimated cost of repair
credited against the Purchase Price. Seller agrees to provide Buyer with a
copy of any notices of such violation promptly upon receipt of such notice,
even if the estimated cost of repairs is less than $50,000.
 8.3
    
    Waiver of Failure of Conditions Precedent. At any time or times on or before the
date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to
waive the benefit of any such condition set forth in Section 8.1 or Section
8.2, respectively. By closing the Transaction, Seller and Buyer shall be conclusively
deemed to have waived the benefit of any remaining unfulfilled conditions set forth in
Section 8.1 and Section 8.2, respectively. In the event any of the conditions
set forth in Sections 8.1 or 8.2 are neither waived nor fulfilled, Seller or
Buyer (as appropriate) may exercise such rights and remedies, if any, that such party may have
pursuant to the terms of Article 11 hereof.
 8.4
    
    Approvals not a Condition to Buyers Performance. Subject to Buyers right to
terminate this Agreement prior to the expiration of the Due Diligence Period in accordance
with the terms of Article 5 hereof, Buyer acknowledges and agrees that its obligation
to perform under this Agreement is not contingent upon Buyers ability to obtain any (a)
governmental or quasi-governmental approval of changes or modifications in use or zoning, or
(b) modification of any existing land use restriction, or (c) consents to assignments of any
service contracts, management agreements or other agreements which Buyer requests, or (d)
endorsements to the Owners Title Policy.
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8.5
    
    Ground Lessors Exercise of Right of First Refusal. Seller and Buyer each
acknowledges and agrees that, if the Ground Lessor exercises its right of first refusal under
either or both of the Ground Leases as a result of this Agreement, then this Agreement shall
automatically terminate, the Deposit shall be refunded to Buyer, Seller shall reimburse Buyer
for its actual, documented, out-of-pocket costs and expenses in negotiating this Agreement and
performing its Due Diligence (up to a maximum of $50,000), and thereafter neither party shall
have any further rights or obligations under this Agreement, except for those obligations
which expressly survive the termination hereof.
 ARTICLE 9  REPRESENTATIONS AND WARRANTIES
 9.1
    
    Buyers Representations. Buyer represents and warrants to, and covenants with,
Seller as follows:
 9.1.1
    
    Buyers Authorization. Buyer (a) is duly organized (or formed),
validly existing and in good standing under the Laws of its State of organization and
prior to Closing and if required by Law, the State in which the Property is located,
(b) is authorized to consummate the Transaction and fulfill all of its obligations
hereunder and under all Closing Documents to be executed by Buyer, and (c) has all
necessary power to execute and deliver this Agreement and all Closing Documents to be
executed by Buyer, and to perform all of Buyers obligations hereunder and thereunder.
This Agreement has been and, on or prior to Closing, all Closing Documents to be
executed by Buyer will be duly authorized by all requisite partnership, corporate or
other required action on the part of Buyer and are the valid and legally binding
obligation of Buyer, enforceable in accordance with their respective terms. Neither
the execution and delivery of this Agreement and all Closing Documents to be executed
by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will
result in the violation of any Law or any provision of the organizational documents of
Buyer or will conflict with any order or decree of any court or governmental
instrumentality of any nature by which Buyer is bound.9.1.2
    
    Buyers Financial Condition. No petition has been filed by or against
Buyer under the Federal Bankruptcy Code or any similar State or Federal Law.9.1.3
    
    Patriot Act Compliance. Buyer is not acting, directly or indirectly
for, or on behalf of, any person, group, entity or nation named by any Executive Order
(including the September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the
United States Treasury Department as a terrorist, Specially Designated National and
Blocked Person, or other banned or blocked person, entity, or nation pursuant to any
Law that is enforced or administered by the Office of Foreign Assets Control, and is
not engaging in this Transaction, directly or indirectly, on behalf of, or instigating
or facilitating this Transaction, directly or indirectly, on behalf of, any such
person, group, entity or nation.9.1.4
    
    ERISA. Buyer is not, and is not acting on behalf of, an employee
benefit plan as defined in Section 3(3) of ERISA, whether or not subject to ERISA, a
plan as
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defined in Section 4975 of the Internal Revenue Code of 1986, as amended, or an
entity deemed to hold the plan assets of any of the foregoing.
 Buyers representations and warranties in this Section 9.1 shall survive the Closing
for a period of one (1) year and shall not be merged therein, other than the representations
and warranties set forth in Section 9.1.3 and 9.1.4 which shall survive
indefinitely.9.2
    
    Sellers Representations. Seller represents and warrants to Buyer as follows:
 9.2.1
    
    Sellers Authorization. Seller (a) is duly organized (or formed),
validly existing and in good standing under the Laws of its State of organization and,
to the extent required by Law, the State in which the Property is located, (b) subject
to obtaining the approvals described in Subsection 8.1(a), is authorized to
consummate the Transaction and fulfill all of its obligations hereunder and under all
Closing Documents to be executed by Seller, and (c) has all necessary power to execute
and deliver this Agreement and all Closing Documents to be executed by Seller, and to
perform all of Sellers obligations hereunder and thereunder. Subject to obtaining the
approvals described in Subsection 8.1(a), this Agreement and all Closing
Documents to be executed by Seller have been duly authorized by all requisite
partnership, corporate or other required action on the part of Seller and are the valid
and legally binding obligation of Seller, enforceable in accordance with their
respective terms. Neither the execution and delivery of this Agreement and all Closing
Documents to be executed by Seller, nor the performance of the obligations of Seller
hereunder or thereunder will result in the violation of any Law or any provision of the
organizational documents of Seller or will conflict with any order or decree of any
court or governmental instrumentality of any nature by which Seller is bound.9.2.2
    
    Pending Litigation. Except as listed in Exhibit N attached
hereto and incorporated herein by this reference, Seller has not received any written
notice of any current or pending litigation against Seller which would, in the
reasonable judgment of Seller, if determined adversely to Seller, materially adversely
affect the Property or Sellers ability to perform its obligations under this
Agreement.9.2.3
    
    Contracts. As of the date of this Agreement, Seller has not entered
into any contracts, subcontracts or agreements affecting the Property which will be
binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit
B attached hereto, (ii) the Leases, and (iii) liens, encumbrances, covenants,
conditions, restrictions, easements and other matters of record.9.2.4
    
    Contract Defaults. Except for defaults cured on or before the date
hereof, Seller has not received any written notice that it is in default under the
terms of any of the Contracts except as listed in Exhibit N attached hereto.9.2.5
    
    Rent Roll. Attached hereto as Exhibit O and incorporated
herein by this reference is a complete, accurate rent roll identifying Leases entered
into by Seller or its predecessors concerning the Property, current as of the
Commencement Date. At Closing, Seller shall deliver to Buyer an updated, certified rent
roll identifying
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Leases entered into by Seller or its predecessors for the Property that is current
as of the Closing Date.9.2.6
    
    Zoning. Except for violations cured or remedied on or before the date
hereof and except as listed in Exhibit N attached hereto, as of the date of
this Agreement, Seller has not received any written notice from any governmental
authority of any violation of any zoning Law applicable to the Property.9.2.7
    
    Environmental. To Sellers knowledge, except for de minimis amounts
of Hazardous Materials used, stored and disposed of in accordance with Laws regulating
Hazardous Materials (Environmental Laws) and used in connection with the
ordinary maintenance and operation of the Property, and except as disclosed in the
Documents, the Property does not contain Hazardous Materials. Except as disclosed in
the Documents, Seller has not received from any governmental authority any written
notice that the Property is in violation of any Environmental Laws that has not been
cured.9.2.8
    
    Lease Defaults. As of the Commencement Date and except (i) as
disclosed in the Documents or the Tenant Estoppels or the Ground Lessors Consent and
except for defaults cured on or before the Commencement Date, Seller had not received
any written notice that it is in default under any of the Leases or either of the
Ground Leases.9.2.9
    
    Real Property. Except for assignments in connection with debt
financing being repaid on the Closing Date, Seller has not transferred or assigned its
interest in the Land or the Improvements.9.2.10
    
    Certain Documents. That it has delivered to Buyer true and complete copies
of the Contracts listed on Exhibit B, the Leases listed on Exhibit O as
well as the Ground Leases.
 9.3
    
    General Provisions.
 9.3.1
    
    No Representation as to Leases. Seller does not represent or warrant
that any particular Lease or Leases will be in force or effect on the Closing Date or
that the tenants will have performed their obligations thereunder.9.3.2
    
    Sellers Warranties Deemed Modified. To the extent that Buyer knows
or is deemed to know prior to the expiration of the Due Diligence Period that Sellers
Warranties are inaccurate, untrue or incorrect in any way, such representations and
warranties shall be deemed modified to reflect Buyers knowledge or deemed knowledge,
as the case may be.9.3.3
    
    Breach of Sellers Warranties prior to Closing.
 (a)
    
    If at or prior to the Closing, any Buyers Representative
obtains actual knowledge that any of Sellers Warranties are untrue, inaccurate
or incorrect in any material respect, Buyer shall give Seller written notice
thereof within five (5) business days of obtaining such knowledge (but, in
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any event, prior to the Closing). If at or prior to the Closing, Seller
obtains actual knowledge that any of Sellers Warranties are untrue,
inaccurate or incorrect in any material respect, Seller shall give Buyer
written notice thereof within five (5) business days of obtaining such
knowledge (but, in any event, prior to the Closing). In either such event,
Seller shall have the right to cure such misrepresentation or breach and
shall be entitled to a reasonable adjournment of the Closing (not to exceed
thirty (30) days) for the purpose of such cure.(b)
    
    If (1) any misrepresentation or breach of any of Sellers
Warranties is first discovered by Buyer after the expiration of the Due
Diligence Period but prior to Closing and Seller either does not elect to or is
not able to so cure any such misrepresentation or breach or (2) Seller either
(i) provides Buyer with updates to Documents previously delivered by Seller to
Buyer, or Buyers Representatives, or otherwise made available to Buyer or
Buyers Representatives, during the Due Diligence Period or (ii) delivers new
Documents to Buyer that were not previously delivered to Buyer or Buyers
Representatives, or made available to Buyer or Buyers Representatives, during
the Due Diligence Period (collectively, such updates and new Documents are
referred to as the New Documents), then Buyer, as its sole remedies
for any and all such misrepresentations or breaches and/or the information
contained in such New Documents, shall have the following rights:
 (i)
    
    If any of Sellers Warranties and/or
information contained in the New Documents are, in the aggregate,
untrue, inaccurate or incorrect in any material respect, then Buyer may
elect either (A) to waive such misrepresentations or breaches and/or
information contained in the New Documents and consummate the
Transaction without any reduction of or credit against the Purchase
Price, or (B) to terminate this Agreement by written notice given to
Seller within three (3) business days after such discovery or receipt
of the New Documents, as applicable, and the Closing Date shall be
extended, if necessary, to give Buyer such full three (3) business day
period, in which event this Agreement shall be terminated, the Deposit
shall be returned to Buyer and, thereafter, neither party shall have
any further rights or obligations hereunder except as provided in any
section hereof that by its terms expressly provides that it survives
any termination of this Agreement.(ii)
    
    If any of Sellers Warranties and/or
information contained in the New Documents are untrue, inaccurate or
incorrect but are not, in the aggregate, untrue, inaccurate or
incorrect in any material respect or if Buyer fails to make a timely
election to terminate this Agreement as provided in subclause (B) of
clause (i) above, Buyer shall be deemed to waive such misrepresentation
or breach of warranty and/or information contained in the New
Documents, and
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Buyer shall be required to consummate the Transaction without any
reduction of or credit against the Purchase Price.
 (c)
    
    The untruth, inaccuracy or incorrectness of Sellers Warranties
and/or information contained in the New Documents shall be deemed material for
purposes of this Agreement only if Buyers aggregate damages resulting from the
untruth, inaccuracy or incorrectness of Sellers Warranties and/or information
contained in the New Documents are reasonably estimated to exceed $50,000.(d)
    
    If Buyer has timely elected to terminate this Agreement as
provided in Section 9.3.3(b)(i) above on account of a breach of
Sellers Warranties, then so long as such untruth, inaccuracy or incorrectness
was either (i) known to Seller (for purposes hereof, known to Seller is to
have the same meaning as Seller knowledge ) to be untrue, inaccurate or
incorrect when made or (ii) the continued truth, accuracy or correctness was
within Sellers control, Seller shall reimburse Buyer for its actual,
documented, out-of-pocket costs and expenses in negotiating this Agreement and
performing its Due Diligence, up to a maximum of $50,000.
 9.3.4
    
    Survival; Limitation on Sellers Liability. Sellers Warranties shall
survive the Closing and not be merged therein for a period of one (1) year and Seller
shall only be liable to Buyer hereunder for a breach of a Sellers Warranty with
respect to which a claim is made by Buyer against Seller on or before the one (1) year
anniversary of the Closing Date. Anything in this Agreement to the contrary
notwithstanding, the maximum aggregate liability of Seller for breaches of Sellers
Warranties shall be limited as set forth in Section 15.14 hereof.
Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly
waives, relinquishes and releases any right or remedy available to it at law, in
equity, under this Agreement or otherwise to make a claim against Seller for damages
that Buyer may incur, or to rescind this Agreement and the Transaction, as the result
of any of Sellers Warranties being untrue, inaccurate or incorrect if (a) Buyer knew
or is deemed to know that such representation or warranty was untrue, inaccurate or
incorrect at the time of the Closing, or (b) Buyers damages as a result of such
representations or warranties being untrue, inaccurate or incorrect are reasonably
estimated to aggregate less than $50,000.
 ARTICLE 10  COVENANTS
 10.1
    
    Buyers Covenants. Buyer hereby covenants as follows:
 10.1.1
    
    Confidentiality. Buyer acknowledges that any information heretofore or
hereafter furnished to Buyer with respect to the Property has been and will be so
furnished on the condition that Buyer maintain the confidentiality thereof.
Accordingly, Buyer shall hold, and shall cause the other Buyers Representatives to
hold, in strict confidence, and Buyer shall not disclose, and shall prohibit the other
Buyers Representatives from disclosing, to any other person without the prior
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written consent of Seller: (a) the terms of the Agreement, (b) any of the
information in respect of the Property delivered to or for the benefit of Buyer
whether by any Buyers Representatives or by any of the Seller Parties, including,
but not limited to, any information heretofore or hereafter obtained by any Buyers
Representatives in connection with its Due Diligence, and (c) the identity of Seller
or any direct or indirect owner of any beneficial interest in Seller Buyers
obligation under clauses (a) and (c) of the immediately preceding
sentence shall survive the Closing and not be merged therein. In the event the
Closing does not occur or this Agreement is terminated, Buyer shall promptly return
to Seller all copies of documents containing any of such information without
retaining any copy thereof or extract therefrom. Notwithstanding anything to the
contrary hereinabove set forth, Buyer may disclose such information (i) on a
need-to-know basis to its employees, members of professional firms serving it or
potential lenders, (ii) as any governmental agency may require in order to comply
with applicable Laws or a court order, and (iii) to the extent that such information
is a matter of public record. The provisions of this Subsection 10.1.1
shall survive any termination of this Agreement.10.1.2
    
    Buyers Indemnity. Buyer hereby agrees to indemnify, defend, and hold each
of the Seller Parties free and harmless from and against any and all Liabilities
(including reasonable attorneys fees, expenses and disbursements) actually incurred,
and only to the extent arising out of or resulting from (a) the breach of the terms of
Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of
any Due Diligence by any Buyers Representatives at any time prior to the Closing;
provided, however, that Buyers obligations under this clause
(b) shall not apply to the mere discovery of a pre-existing environmental or
physical condition at the Property. The provisions of this section shall survive the
Closing (and not be merged therein) or any earlier termination of this Agreement.
 10.2
    
    Sellers Covenants. Seller hereby covenants as follows:
 10.2.1
    
    Contracts.
 (a)
    
    Without Buyers prior consent between the date hereof and the
Closing Date Seller shall not extend, renew, replace or otherwise modify any
Contract or enter into any new service contract or agreement unless such
Contract, service contract or agreement (as so extended, renewed, replaced or
modified) can be terminated by the owner of the Property without penalty on not
more than thirty (30) days notice. Seller shall furnish Buyer with a written
notice of the proposed transaction which shall contain information that Seller
believes is reasonably necessary to enable Buyer to make informed decisions
with respect to the advisability of the proposed transaction. If Buyer fails
to object in writing to the terms set forth in Sellers notice within three (3)
business days after receipt thereof, Buyer shall be deemed to have approved the
terms of the proposed transaction. Buyers consent shall not be unreasonably
withheld, conditioned or delayed with respect to any such transaction that is
proposed prior to the expiration of the Due Diligence Period. Buyer, in its
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sole and absolute discretion, shall be entitled to grant or withhold its
consent with respect to any such transaction that is proposed between the
expiration of the Due Diligence Period and the Closing.(b)
    
    On or before the Closing, Seller shall terminate any management
agreements currently in effect with respect to the Property at the sole cost
and expense of Seller.
 10.2.2
    
    Maintenance of Property. Except to the extent Seller is relieved of such
obligations by Article 12 hereof, between the date hereof and the Closing Date
Seller shall maintain and keep the Property in a manner consistent with Sellers past
practices with respect to the Property; provided, however, that,
subject to Section 8.2(f) and Buyers right to terminate this Agreement prior
to the expiration of the Due Diligence Period in accordance with the terms of
Article 5 hereof, Buyer hereby agrees that, except for breaches of this
Section 10.2.2, Buyer, shall accept the Property subject to, and Seller shall
have no obligation to cure, (a) any violations of Laws, or (b) any physical conditions
which would give rise to violations of Laws, whether the same now exist or arise prior
to Closing. Between the date hereof and the Closing Date, Seller will advise Buyer of
any written notice Seller receives after the date hereof from any governmental
authority of the violation of any Laws regulating the condition or use of the Property.10.2.3
    
    Financial Records. At all reasonable times prior to Closing, and for such
time following the Closing Date as Buyer deems reasonably necessary, but not in excess
of one (1) year, Seller shall provide Buyer and its representatives with access to
Sellers books and records related to the Property (exclusive of any Confidential
Materials) as Buyer and its representatives may reasonably request, and otherwise
cooperate with Buyer and its representatives, so that Buyer and/or Buyers auditor(s)
may prepare audited financial statements for the Property, which audited financial
statements must comply with Rule 3-14 of the Securities Act of 1933, as amended (the
Audited Financial Statements). Seller also shall cooperate with Buyer and its
representatives to use commercially reasonable efforts to cause Sellers external
auditor(s) with respect to the Property, to provide Buyer and its representatives with
such auditor(s) work papers and other information reasonably requested by Buyer and its
representatives with respect to the Property and with an opportunity to meet with the
lead audit partner with respect to the auditors work performed in connection with the
Property. In connection with the preparation of the Audited Financial Statements, if
requested, Seller shall execute a customary auditors representation letter, for the
benefit of the preparer of the Audited Financial Statements, such letter to be in form
and substance acceptable to Seller. Buyer shall indemnify, defend and hold Seller
harmless from and against any Liabilities incurred by Seller as a result of complying
with the provisions of this Section 10.2.3 and issuing such auditors
representation letter.
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10.3
    
    Mutual Covenants.
 10.3.1
    
    Publicity. Seller and Buyer each hereby covenant and agree that (a) prior to
the Closing neither Seller nor Buyer shall issue any Release (as hereinafter defined)
with respect to the Transaction without the prior consent of the other, unless the
Release is required by applicable Law, and (b) after the Closing, any Release issued by
either Seller or Buyer shall be subject to the review and approval of both parties
(which approval shall not be unreasonably withheld, conditioned or delayed), except to
the extent required by applicable Law. If either Seller or Buyer is required by
applicable Law to issue a Release, such party shall, at least two (2) business days
prior to the issuance of the same, deliver a copy of the proposed Release to the other
party for its review. As used herein, the term Release shall mean any press
release or public statement with respect to the Transaction or this Agreement.10.3.2
    
    Brokers. Buyer and Seller each represent and warrant to the other that no
individual or representative of any brokerage firm has acted on its behalf pursuant to
this Agreement or in connection with the sale and purchase of the Property. Seller
agrees to hold Buyer harmless and indemnify Buyer from and against any and all
Liabilities (including reasonable attorneys fees, expenses and disbursements) suffered
or incurred by Buyer as a result of any claims by any party claiming to have
represented Seller as broker in connection with the Transaction. Buyer agrees to hold
Seller harmless and indemnify Seller from and against any and all Liabilities
(including reasonable attorneys fees, expenses and disbursements) suffered or incurred
by Seller as a result of any claims by any party claiming to have represented Buyer as
broker in connection with the Transaction.10.3.3
    
    Tax Protests; Tax Refunds and Credits. Seller shall have the right to
continue and to control the progress of and to make all decisions with respect to any
contest of the real estate taxes and personal property taxes for the Property due and
payable during all Tax Years prior to the Closing Tax Year. Buyer shall have the right
to control the progress of and to make all decisions with respect to any tax contest of
the real estate taxes and personal property taxes for the Property due and payable
during the Closing Tax Year and all subsequent Tax Years. All real estate and personal
property tax refunds and credits received after Closing with respect to the Property
shall be applied in the following order of priority: first, to pay the costs
and expenses (including reasonable attorneys fees, expenses and disbursements)
actually and reasonably incurred in connection with obtaining such tax refund or
credit; second, to pay any amounts due to any past or present tenant of the
Property as a result of such tax refund or credit to the extent required pursuant to
the terms of the Leases; and third, apportioned between Buyer and Seller as
follows:
 (a)
    
    with respect to any refunds or credits attributable to real
estate and personal property taxes due and payable during any period prior to
the Closing Tax Year (regardless of the year for which such taxes are
assessed), Seller shall be entitled to the entire refunds and credits; and
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(b)
    
    with respect to any refunds or credits attributable to real
estate and personal property taxes due and payable during the Closing Tax Year
and any period after the Closing Tax Year (regardless of the year for which
such taxes are assessed), Buyer shall be entitled to the entire refunds and
credits.
 Seller represents and warrants to Buyer that there are no tax protests nor claims
for tax refunds or credits currently in progress.10.3.4
    
    Survival. The provisions of this Section 10.3 shall survive the
Closing (and not be merged therein) or earlier termination of this Agreement.
 ARTICLE 11  FAILURE OF CONDITIONS
 11.1
    
    To Sellers Obligations. If, on or before the Closing Date, (i) Buyer is in default
of any of its obligations hereunder, or (ii) any of Buyers representations or warranties are,
in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the
Closing otherwise fails to occur by reason of Buyers failure or refusal to perform its
obligations hereunder in a prompt and timely manner, and any such circumstance described in
any of clauses (i), (ii) or (iii) continues for five (5) business days
after written notice from Seller to Buyer, which written notice shall detail such default,
untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by
written notice to Buyer, promptly after which the Deposit shall be paid to Seller as
liquidated damages and, thereafter, the parties shall have no further rights or obligations
hereunder except for obligations which expressly survive the termination of this Agreement, or
(b) waive the condition and proceed to close the Transaction.
 11.2
    
    To Buyers Obligations. If, at the Closing, (i) Seller is in default of any of its
obligations hereunder, or (ii) any of Sellers Warranties are, in the aggregate, untrue,
inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur
by reason of Sellers failure or refusal to perform its obligations hereunder in a prompt and
timely manner, and any such circumstance described in any of clauses (i), (ii)
or (iii) continues for five (5) business days after written notice from Buyer to
Seller, which written notice shall detail such default, untruth or failure, as applicable,
then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate
this Agreement by written notice to Seller, promptly after which the Deposit shall be returned
to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder
except for obligations which expressly survive the termination of this Agreement, or (b) waive
the condition and proceed to close the Transaction, or (c) seek specific performance of this
Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to
bring an action for specific performance hereunder, Buyer must commence such an action within
ninety (90) days after the scheduled Closing Date. Buyer agrees that its failure to timely
commence such an action for specific performance within such ninety (90) day period shall be
deemed a waiver by it of its right to commence an action for specific performance as well as a
waiver by it of any right it may have to file or record a notice of lis pendens or notice of
pendency of action or similar notice against any portion of the Property.
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ARTICLE 12  CONDEMNATION/CASUALTY
 Prior to Closing, all risk of loss shall be upon Seller.12.1
    
    Right to Terminate. If, after the date hereof, (a) any portion of the Property is
taken by condemnation or eminent domain (or is the subject of a pending taking which has not
yet been consummated), or (b) any portion of the Property is damaged or destroyed (excluding
routine wear and tear), Seller shall notify Buyer in writing of such fact promptly after
obtaining knowledge thereof. If the Property is the subject of a Major Casualty/Condemnation
that occurs after the date hereof, Buyer shall have the right to terminate this Agreement by
giving written notice to Seller no later than twenty (20) days after the giving of Sellers
notice, and the Closing Date shall be extended, if necessary, to provide sufficient time for
Buyer to make such election. The failure by Buyer to so elect in writing to terminate this
Agreement within such twenty (20) day period shall be deemed an election not to terminate this
Agreement. If this Agreement is terminated pursuant to this Section 12.1, the Deposit
shall promptly be returned to Buyer and, thereafter, this Agreement shall terminate and
neither party to this Agreement shall have any further rights or obligations hereunder other
than any arising under any section herein which expressly provides that it shall survive the
termination of this Agreement.12.2
    
    Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the
date hereof and this Agreement is not terminated as permitted pursuant to the terms of
Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall
acquire the remainder of the Property upon the terms and conditions set forth herein and at
the Closing:
 (a)
    
    if the awards or proceeds, as the case may be, have been paid
to Seller prior to Closing, Buyer shall receive a credit at Closing equal to
(i) the amount of any such award or proceeds on account of such condemnation or
casualty, plus (ii) if a casualty has occurred and such casualty is an
insured casualty, an amount equal to Sellers deductible with respect to such
casualty, less (iii) an amount equal to the Seller-Allocated Amounts;
and(b)
    
    to the extent that such award or proceeds have not been paid to
Seller prior to Closing, (i) if a casualty has occurred and such casualty is an
insured casualty, Buyer shall receive a credit at Closing equal to Sellers
deductible with respect to such casualty, less an amount equal to the
Seller-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing
(without recourse to Seller) the rights of Seller to, and Buyer shall be
entitled to receive and retain, such awards or proceeds; provided,
however, that within ten (10) business days after receipt of such
awards or proceeds, Buyer shall pay to Seller an amount equal to the
Seller-Allocated Amounts not previously paid to Seller.
 12.3
    
    Insurance. Seller shall maintain the property insurance coverage currently in effect
for the Property, or comparable coverage, through the Closing Date.
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12.4
    
    Waiver. The provisions of this Article 12 supersede the provisions of any
applicable Laws with respect to the subject matter of this Article 12.
 ARTICLE 13  ESCROW PROVISIONS
 Escrow
Deposits
 (a)
    
    The Escrow Agent shall invest the Escrow Deposits in government
insured interest-bearing instruments reasonably satisfactory to both Buyer and
Seller, shall not commingle the Escrow Deposits with any funds of the Escrow
Agent or others, and shall promptly provide Buyer and Seller with confirmation
of the investments made.(b)
    
    If the Closing occurs, the Escrow Agent shall deliver the
Escrow Deposits to, or upon the instructions of, Seller on the Closing Date.(c)
    
    If for any reason the Closing does not occur, the Escrow Agent
shall deliver the Escrow Deposits to Seller or Buyer only upon receipt of a
written demand therefor from such party, subject to the following provisions of
this Subsection (c). If for any reason the Closing does not occur and
either party makes a written demand upon the Escrow Agent for payment of the
Escrow Deposits, the Escrow Agent shall give written notice to the other party
of such demand. If the Escrow Agent does not receive a written objection from
the other party to the proposed payment within ten (10) days after the giving
of such notice, the Escrow Agent is hereby authorized to make such payment. If
the Escrow Agent does receive such written objection within such period, the
Escrow Agent shall continue to hold such amount until otherwise directed by
written instructions signed by Seller and Buyer or a final judgment of a court.(d)
    
    The parties acknowledge that the Escrow Agent is acting solely
as a stakeholder at their request and for their convenience, that the Escrow
Agent shall not be deemed to be the agent of either of the parties, and that
the Escrow Agent shall not be liable to either of the parties for any action or
omission on its part taken or made in good faith, and not in disregard of this
Agreement, but shall be liable for its negligent acts and for any Liabilities
(including reasonable attorneys fees, expenses and disbursements) incurred by
Seller or Buyer resulting from the Escrow Agents mistake of law respecting the
Escrow Agents scope or nature of its duties. Seller and Buyer shall jointly
and severally indemnify and hold the Escrow Agent harmless from and against all
Liabilities (including reasonable attorneys fees, expenses and disbursements)
incurred in connection with the performance of the Escrow Agents duties
hereunder, except with respect to actions or omissions taken or made by the
Escrow
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Agent in bad faith, in disregard of this Agreement or involving negligence
on the part of the Escrow Agent.(e)
    
    Buyer shall pay any income taxes on any interest earned on the
Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its
taxpayer identification number is 20-3648261.(f)
    
    The Escrow Agent has executed this Agreement in the place
indicated on the signature page hereof in order to confirm that the Escrow
Agent has received and shall hold the Escrow Deposits in escrow, and shall
disburse the Escrow Deposits pursuant to the provisions of this Article
13.
 Article 13
 ARTICLE 14  LEASING MATTERS
 14.1
    
    New Leases; Lease Modifications. After the Commencement Date, except as may be
permitted by the terms of this Section 14.1, Seller shall not, without Buyers prior
written consent, (a) enter into a New Lease; (b) modify or amend any Lease (except pursuant to
the proper and timely exercise by a tenant of a renewal, extension or expansion option or
other right expressly contained in such tenants Lease); or (c) consent to any assignment or
sublease in connection with any Lease (except pursuant to the proper and timely exercise by a
tenant of an assignment or sublease right expressly contained in such tenants Lease). Seller
shall furnish Buyer with a written notice of the proposed transaction which shall contain
information that Seller believes is reasonably necessary to enable Buyer to make informed
decisions with respect to the advisability of the proposed transaction. If Buyer fails to
object in writing to any such proposed transaction within three (3) business days after
receipt of the aforementioned information, Buyer shall be deemed to have approved the proposed
transaction. Buyers consent shall not be unreasonably withheld, conditioned or delayed with
respect to any such transaction that is proposed prior to the expiration of the Due Diligence
Period. Buyer, in its sole and absolute discretion, shall be entitled to grant or withhold
its consent with respect to any such transaction that is proposed between the expiration of
the Due Diligence Period and the Closing. Notwithstanding the foregoing, so long as a
proposed New Lease is on Sellers form of lease without material modification and complies
with the ARGUS runs presented to Buyer in conjunction with the Confidential Investment
Memorandum provided to Buyer, Buyer shall not withhold its consent to such New Lease. Seller
shall deliver to Buyer a true and complete copy of each such New Lease, renewal or extension
agreement, modification, or amendment, as the case may be, promptly after the execution and
delivery thereof.
 14.2
    
    Lease Enforcement. Seller shall have the right, but not the obligation (except to
the extent that Sellers failure to act shall constitute a waiver of such rights or remedies),
to enforce the rights and remedies of the landlord under any Lease, by summary proceedings or
otherwise (including, without limitation, the right to remove any tenant), and to apply all or
any portion of any security deposits then held by Seller toward any loss or damage incurred by
Seller by reason of any defaults by tenants, and the exercise
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
    
    f any such rights or remedies shall not affect the obligations of Buyer under this
Agreement in any manner or entitle Buyer to a reduction in, or credit or allowance against,
the Purchase Price or give rise to any other claim on the part of Buyer. Notwithstanding
the foregoing, Seller shall provide Buyer with written notice promptly upon Sellers
election whether to commence (or not commence, if applicable) summary or other proceedings
against any tenant or apply any security deposit toward loss or damage incurred by Seller.14.3
    
    Lease Expenses. At Closing, Buyer shall reimburse Seller for Buyers pro ratashare
of any and all Reimbursable Lease Expenses to the extent that the same have been paid or
incurred by Seller prior to Closing. In addition, at Closing, Seller shall pay to Buyer
Sellers pro ratashare of any and all Reimbursable Lease Expenses to the extent that the same
are unpaid as of Closing and, as a result, (a) Buyer shall assume Sellers obligations to pay,
when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses unpaid
as of the Closing, and (b) Buyer hereby agrees to indemnify and hold Seller harmless from and
against any and all Liabilities (including reasonable attorneys fees, expenses and
disbursements) with respect to such Reimbursable Lease Expenses which remain unpaid for any
reason at the time of Closing, which obligations of Buyer shall survive the Closing and shall
not be merged therein. For purposes of determining Buyers and Sellers pro ratashare of
Reimbursable Lease Expenses, such costs and expenses shall be apportioned between Buyer and
Seller based upon the proportion of the affected term of the applicable Lease, renewal,
extension, or expansion, as the case may be, that falls within each of Buyers and Sellers
period of ownership of the Property. Each party shall make available to the other all
records, bills, vouchers and other data in such partys control verifying Reimbursable Lease
Expenses and the payment thereof.
 ARTICLE 15  MISCELLANEOUS
 15.1
    
    Buyers Assignment. Buyer may assign its interest in this Agreement to an Affiliate
of Buyer without Sellers consent; provided, however, Buyer shall not assign this Agreement or
its rights hereunder to any other individual or entity without the prior written consent of
Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and
any such assignment shall be null and void ab initio. In the event of any permitted
assignment by Buyer, any assignee shall assume any and all obligations and liabilities of
Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be
liable hereunder. For purposes of this Section 15.1, Affiliate shall mean
any entity owned fifty one percent (51%) or more by, and controlled by, or under common
ownership or control with, Buyer and control shall mean the direct or indirect power to
direct the management and policies of such entity, whether through the ownership of voting
securities, by contract or otherwise.
 15.2
    
    Designation Agreement. Section 6045(e) of the United States Internal Revenue Code
and the regulations promulgated thereunder (herein collectively called the Reporting
Requirements) require an information return to be made to the United States Internal
Revenue Service, and a statement to be furnished to Seller, in connection with the
Transaction. Escrow Agent is either (x) the person responsible for closing the Transaction
(as described in the Reporting Requirements) or (y) the disbursing title or escrow company
that is most significant in terms of gross proceeds disbursed in
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connection with the Transaction (as described in the Reporting Requirements). Accordingly:
 (a)
    
    Escrow Agent is hereby designated as the Reporting
Person (as defined in the Reporting Requirements) for the Transaction.
Escrow Agent shall perform all duties that are required by the Reporting
Requirements to be performed by the Reporting Person for the Transaction.(b)
    
    Seller and Buyer shall furnish to Escrow Agent, in a timely
manner, any information requested by Escrow Agent and necessary for Escrow
Agent to perform its duties as Reporting Person for the Transaction.(c)
    
    Escrow Agent hereby requests Seller to furnish to Escrow Agent
Sellers correct taxpayer identification number. Seller acknowledges that any
failure by Seller to provide Escrow Agent with Sellers correct taxpayer
identification number may subject Seller to civil or criminal penalties imposed
by law. Accordingly, Seller hereby certifies to Escrow Agent, under penalties
of perjury, that Sellers correct taxpayer identification number is 35-2219755.(d)
    
    Each of the parties hereto shall retain this Agreement for a
period of four (4) years following the calendar year during which Closing
occurs.
 15.3
    
    Survival/Merger. Except for the provisions of this Agreement which are explicitly
stated to survive the Closing, (a) none of the terms of this Agreement shall survive the
Closing, and (b) the delivery of the Purchase Price, the Deed and the other Closing Documents
and the acceptance thereof shall effect a merger, and be deemed the full performance and
discharge of every obligation on the part of Buyer and Seller to be performed hereunder.
 15.4
    
    Integration; Waiver. This Agreement, together with the Exhibits hereto, embodies and
constitutes the entire understanding between the parties with respect to the Transaction and
all prior agreements, understandings, representations and statements, oral or written, are
merged into this Agreement. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument signed by the party
against whom the enforcement of such waiver, modification, amendment, discharge or termination
is sought, and then only to the extent set forth in such instrument. No waiver by either
party hereto of any failure or refusal by the other party to comply with its obligations
hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.
 15.5
    
    Governing Law. This Agreement shall be governed by, and construed in accordance
with, the law of the State in which the Property is located.
 15.6
    
    Captions Not Binding; Exhibits. The captions in this Agreement are inserted for
reference only and in no way define, describe or limit the scope or intent of this Agreement
or of any of the provisions hereof. All Exhibits attached hereto shall be incorporated by
reference as if set out herein in full.
 35




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##### 



15.7
    
    Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
 15.8
    
    Severability. If any term or provision of this Agreement or the application thereof
to any persons or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby, and each term and provision of this Agreement shall be valid and enforced to
the fullest extent permitted by law.
 15.9
    
    Notices. Any notice, request, demand, consent, approval and other communications
under this Agreement shall be in writing, and shall be deemed duly given or made at the time
and on the date when received by facsimile or by e-mail (provided that the sender of such
communication shall orally confirm receipt thereof by the appropriate parties) or when
personally delivered as shown on a receipt therefor (which shall include delivery by a
nationally recognized overnight delivery service) or three (3) business days after being
mailed by prepaid registered or certified mail, return receipt requested, to the address for
each party set forth below. Any party, by written notice to the other in the manner herein
provided, may designate an address different from that set forth below.
 IF TO BUYER:
 
 COPY TO:
 
 36




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##### 



IF TO SELLER:
 
 COPY TO:
 th
 COPY TO:
 
 15.10
    
    Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original and all of which counterparts taken together shall constitute one and the same
agreement.
 15.11
    
    No Recordation. Seller and Buyer each agrees that neither this Agreement nor any
memorandum or notice hereof shall be recorded and Buyer agrees (a) not to file any notice of
pendency or other instrument (other than a judgment) against the Property or any portion
thereof in connection herewith and (b) to indemnify Seller against all Liabilities (including
reasonable attorneys fees, expenses and disbursements) incurred by Seller by reason of the
filing by Buyer of such notice of pendency or other instrument. Notwithstanding the
foregoing, if the same is permitted pursuant to applicable Laws, Buyer shall be entitled to
record a notice of lis pendens if Buyer is entitled to seek (and is actually seeking) specific
performance of this Agreement by Seller in accordance with the terms of Section 11.2
hereof.
 37




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##### 



15.12
    
    Additional Agreements; Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto shall execute and deliver such documents as the
other party shall reasonably request in order to consummate and make effective the
Transaction; provided, however, that the execution and delivery of such
documents by such party shall not result in any additional liability or cost to such party.
 15.13
    
    Construction. The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement, any amendment or modification hereof or any of the Closing
Documents.
 15.14
    
    Maximum Aggregate Liability. Notwithstanding any provision to the contrary
contained in this Agreement or the Closing Documents, the maximum aggregate liability of the
Seller Parties, and the maximum aggregate amount which may be awarded to and collected by
Buyer, in connection with the Transaction, the Property, under this Agreement and under all
Closing Documents (including, without limitation, in connection with the breach of any of
Sellers Warranties for which a claim is timely made by Buyer) shall not exceed One Million
Two Hundred Thousand Dollars ($1,200,000). The provisions of this section shall survive the
Closing (and not be merged therein) or any earlier termination of this Agreement.
 15.15
    
    Time of Essence. Time is of the essence with respect to this Agreement.
 15.16
    
    JURISDICTION. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THE
TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER
(PROCEEDINGS) EACH PARTY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE COURTS OF THE COUNTY OF NEW CASTLE, STATE OF DELAWARE AND THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO
THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH
PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY
EARLIER TERMINATION OF THIS AGREEMENT.
 15.17
    
    WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS
BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND
SELLER HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED
THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.
 38




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##### 



15.18
    
    Market Withdrawal. Seller agrees that while this Agreement is in effect, Seller
will not permit its brokers, members, managers, directors, employees or other agents
(collectively Agents), directly or indirectly, to (a) take any action to solicit,
initiate, encourage, accept or agree to any Acquisition Proposal (as hereinafter defined), or
(b) engage in negotiations with, or disclose any non-public information relating to the
Property or afford access to the books or records thereof, to any person or entity that is
considering making, or has made, an Acquisition Proposal. The term Acquisition
Proposal means any offer or proposal for purchase of all or any portion of the Property
or any merger or other business combination involving Seller, other than the transaction
contemplated by this Agreement. Seller shall, and shall cause its Agents to, forthwith
terminate all pending negotiations with respect to any Acquisition Proposal by any person or
entity other than Buyer.
 15.19
    
    Facsimile Signatures. Signatures to this Agreement transmitted by telecopy shall be
valid and effective to bind the party so signing. Each party agrees to promptly deliver an
execution original to this Agreement with its actual signature to the other party, but a
failure to do so shall not affect the enforceability of this Agreement, it being expressly
agreed that each party to this Agreement shall be bound by its own telecopied signature and
shall accept the telecopied signature of the other party to this Agreement.
 [Remainder of page intentionally blank]
 39




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IN WITNESS WHEREOF
 SELLER:LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name:
    
    Joseph G. KurzydymTitle:
    
    EVP and CFOBUYER:COGDELL SPENCER LP,
a Delaware limited partnershipBy:
    
    CS Business Trust I, a Maryland business trust,
its general partnerBy:Frank C. Spencer, President
 40




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##### 



AGREEMENT OF ESCROW AGENT
 Article 13 Section 15.2
  FIRST AMERICAN TITLE INSURANCE COMPANYBy:Name:Title:
 41




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EXHIBIT A
 LEGAL DESCRIPTION
      Exhibit A, Page 1




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Exhibit A, Page 2




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Exhibit A, Page 3




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Exhibit A, Page 4




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Exhibit A, Page 5




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Exhibit A, Page 6




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Exhibit A, Page 7




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Exhibit A, Page 8




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Exhibit A, Page 9




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EXHIBIT B
 LIST OF CONTRACTS
 See attached.
 Exhibit B, Page 1




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EXHIBIT C
 FORM OF AS-IS CERTIFICATE AND AGREEMENT
 THIS CERTIFICATE AND AGREEMENT Agreement  2006 by COGDELL SPENCER LP, a Delaware limited partnership Buyer LHRET INDIANAPOLIS, LLC, Seller
 RECITALS
 [Buyer  REVISE; if the named buyer has assigned in
accordance with Section 15.1 of the Sale Agreement then defined term of Buyer as used in the rest
of this Agreement should include both parties] Sale Agreement inter alia Exhibit A
 inter alia
   Assumed Liabilities et seq et seq
 Exhibit C, Page 1




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Assumed
Liabilities not
 (i)
    
    any claims made or causes of action alleging a default or breach by Seller
which is alleged to have occurred prior to the date hereof under any Contract entered
into between Seller and any such claimant unless Buyer knows or is deemed to
know about such claim or cause of action on or before the date hereof; or(ii)
    
    any tort claims which arise from any injury that occurred during the time that
Seller owned the Property unless Buyer knows or is deemed to know about such
claim on or before the expiration of the Due Diligence Period; or(iii)
    
    any claims made or causes of action brought by any governmental authority with
respect to Hazardous Materials deposited or placed in, at, or under the Property by
Seller during the time that Seller was the ground tenant under the Ground Leases unless
Buyer knows or is deemed to know about such claim or cause of action on or before the
Closing.
 Buyers Representatives
 deemed to know
 (a)
    
    Buyer shall be deemed to know of the existence of a fact or
circumstance to the extent that:
 (i)
    
    any Buyers Representative knows of such fact or circumstance,
or(ii)
    
    such fact or circumstance is disclosed by the Sale Agreement,
the Documents, any estoppel certificate executed by any tenant of the Property
and delivered to any Buyers Representatives, or any Buyers Reports.
 (b)
    
    Buyer shall be deemed to know that any Sellers Warranty is untrue,
inaccurate or incorrect to the extent that:
 (i)
    
    any Buyers Representative has knowledge of information which
is inconsistent with such Sellers Warranty, or(ii)
    
    the Sale Agreement, the Documents, any estoppel certificate
executed by any tenant of the Property and delivered to any Buyers
Representatives, or any Buyers Reports contains information which is
inconsistent with such Sellers Warranty.
 Documents
 Exhibit C, Page 2




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Due Diligence
 Hazardous Materials
 Liabilities
 Property Documents
 Seller Parties
 Sellers Warranties Section 9.2
  Exhibit C, Page 3




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(a)
    
    The Property is being sold, and Buyer is accepting possession of the Property
on the date hereof, AS IS, WHERE IS, WITH ALL FAULTS, with no right of setoff or
reduction in the Purchase Price.(b)
    
    None of the Seller Parties have or shall be deemed to have made any verbal or
written representations, warranties, promises or guarantees (whether express, implied,
statutory or otherwise) to Buyer with respect to the Property, any matter set forth,
contained or addressed in the Documents (including, but not limited to, the accuracy
and completeness thereof) or the results of Buyers Due Diligence.(c)
    
    Buyer has confirmed independently all information that it considers material to
its purchase of the Property or the Transaction.(d)
    
    Buyer is not relying on (and Seller and each of the other Seller
Parties does hereby disclaim and renounce) any representations or warranties of any
kind or nature whatsoever, whether oral or written, express, implied, statutory or
otherwise, from any of the Seller Parties, as to:
 (i)
    
    the operation or performance of the Property, the income
potential, economic status, uses, or the merchantability, habitability or
fitness of any portion of the Property for a particular purpose;(ii)
    
    the physical condition of the Property or the condition or
safety of the Property or any component thereof, including, but not limited to,
plumbing, sewer, heating, ventilating and electrical systems, roofing, air
conditioning, foundations, soils and geology, including Hazardous Materials,
lot size, or suitability of the Property or any component thereof for a
particular purpose;(iii)
    
    the presence or absence, location or scope of any Hazardous
Materials in, at, about or under the Property;(iv)
    
    whether the appliances, if any, plumbing or utilities are in
working order;(v)
    
    the habitability or suitability for occupancy of any structure
and the quality of its construction;(vi)
    
    whether the improvements are structurally sound, in good
condition, or in compliance with applicable Laws;(vii)
    
    the accuracy of any statements, calculations or conditions
stated or set forth in the Documents, other books and records concerning the
Property, or any of Sellers offering materials with respect to the Property;
 Exhibit C, Page 4




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(viii)
    
    the dimensions of the Property or the accuracy of any floor plans,
square footage, lease abstracts, sketches, or revenue or expense projections
related to the Property;(ix)
    
    the locale of the Property, the leasing market for the
Property, or the market assumptions Buyer utilized in its analysis of the
Property and determination of the Purchase Price (such as rental rates, leasing
costs, vacancy and absorption rates, land values, replacement costs,
maintenance and operating costs, financing costs, etc.);(x)
    
    whether the Property is or would likely constitute a target of
terrorist activity or other acts of war;(xi)
    
    the ability of Buyer to obtain any and all necessary
governmental approvals or permits for Buyers intended use and development of
the Property;(xii)
    
    the leasing status of the Property or the intentions of any
parties with respect to the negotiation and/or execution of any lease for any
portion of the Property; and(xiii)
    
    Sellers ownership of any portion of the Property or the condition or status
of Sellers or Buyers title to the Property.(xiv)
    
    The assignability of the Ground Leases or any other matters
concerning the Ground Leases.
 (e)
    
    Seller is under no duty to make any affirmative disclosures or inquiry
regarding any matter which may or may not be known to any of the Seller Parties, and
Buyer, for itself and for its successors and assigns, hereby specifically waives and
releases each of the Seller Parties from any such duty that otherwise might exist.
  Section 5
 Exhibit C, Page 5




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(a)
    
    any and all statements or opinions heretofore or hereafter made, or information
furnished, by the Seller Parties to any Buyers Representatives; and(b)
    
    any and all Liabilities with respect to the structural, physical, or
environmental condition of the Property; and(c)
    
    any and all Liabilities relating to the release of or the presence, discovery
or removal of any Hazardous Materials in, at, about or under the Property, or for,
connected with or arising out of any and all claims or causes of action based upon
CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
42 U.S.C. §§9601 et seq., as amended by SARA (Superfund Amendment and Reauthorization
Act of 1986) and as may be further amended from time to time), the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims
or causes of action or any other Federal, State or municipal based statutory or
regulatory causes of action for environmental contamination at, in, about or under the
Property; and(d)
    
    any and all tort claims made or brought with respect to the Property or the use
or operation thereof; and(e)
    
    any implied or statutory warranties or guaranties of fitness, merchantability
or any other statutory or implied warranty or guaranty of any kind or nature regarding
or relating to any portion of the Property; and(f)
    
    any and all Liabilities relating to the condition or status of Sellers or
Buyers title to the Property.
 Section 5
   Exhibit C, Page 6




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Section 5 Section 6
   [Remainder of page intentionally blank]
 Exhibit C, Page 7




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COGDELL SPENCER LP, a Delaware limited
partnershipBy:
    
    CS Business Trust I, a Maryland business trust,
its general partnerBy:Frank C. Spencer, President
 Exhibit C, Page 8




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EXHIBIT D
 FORM OF DEED
 LHRET INDIANAPOLIS, LLC, Grantor Grantee Improvements Exhibit A Land Real Property [Grantee]
 Permitted Exceptions
  As-Is Certificate
   [Remainder of page intentionally blank]
 Exhibit D, Page 1




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GRANTOR:LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name:
    
    Joseph G. KurzydymTitle:
    
    EVP and CFO
 Exhibit D, Page 2




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STATE OF
    
    
    
    §§COUNTY OF
    
    
    
    §
 
 ,
    Notary PublicMy Commission Expires:
 AFTER RECORDING RETURN TO:
 Exhibit D, Page 3




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EXHIBIT E
 FORM OF BILL OF SALE
 THIS BILL OF SALE Bill of Sale  LHRET INDIANAPOLIS, LLC, Seller Buyer
 W I T N E S S E T H:
 [Buyer] Sale Agreement inter alia Real Property
 Leases
  clauses (a) (b) Personal Property
  As-Is Certificate
 Exhibit E, Page 1




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[Remainder of page intentionally blank]
 Exhibit E, Page 2




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SELLER:LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name:Joseph G. KurzydymTitle:   EVP and CFO
 ACCEPTED:   BUYER:
COGDELL SPENCER LP, a Delaware limited
partnership
 By:
    
    CS Business Trust I, a Maryland business trust,
its general partnerBy:Frank
C. Spencer, President
 Exhibit E, Page 3




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EXHIBIT F
 FORM OF ASSIGNMENT OF LEASES
 THIS ASSIGNMENT OF LEASES Assignment  LHRET INDIANAPOLIS, LLC, Assignor Assignee
 W I T N E S S E T H:
 [Assignee] Sale Agreement inter alia Real Property
 inter alia
  Assignment Leases Exhibit A
 As-Is Certificate As-Is Certificate
 Reservation of Benefits provided however
 Exhibit F, Page 1




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Covenants of Assignor and Assignee
 Miscellaneous
 Severability
 Counterparts
 [Remainder of page intentionally blank]
 Exhibit F, Page 2




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ASSIGNOR:LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name: Joseph G. KurzydymTitle:   EVP and CFO
 ASSIGNEE:COGDELL SPENCER LP, a Delaware limited
partnershipBy:
    
    CS Business Trust I, a Maryland business trust,
its general partnerBy:Frank C. Spencer, President
 Exhibit F, Page 3




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EXHIBIT G
 FORM OF ASSIGNMENT OF INTANGIBLE PROPERTY
 THIS
ASSIGNMENT OF INTANGIBLE PROPERTY Assignment  6 LHRET INDIANAPOLIS, LLC, Assignor Assignee
 W I T N E S S E T H:
 Sale Agreement inter alia Real Property
 inter alia
  Assignment
 (a)
    
    all service, supply, maintenance, utility and commission agreements, all
equipment leases, and all other contracts, subcontracts and agreements relating to the
Real Property and the Personal Property (including all contracts, subcontracts and
agreements relating to the construction of any unfinished tenant improvements) that are
described in Exhibit A attached hereto and incorporated herein by this
reference (herein collectively called the Contracts); and(b)
    
    to the extent that the same are in effect as of the date hereof, any licenses,
permits and other written authorizations necessary for the use, operation or ownership
of the Real Property (herein collectively called the Licenses and Permits);
and(c)
    
    any guaranties and warranties in effect with respect to any portion of the Real
Property or the Personal Property as of the date hereof; and(d)
    
    the rights of Assignor (if any) to the name Methodist Professional Center (it
being acknowledged by Assignee that Assignor does not have exclusive rights (and in
fact may have no rights) to use such name and Assignor has not registered the same in
any manner).
 Exhibit G, Page 1




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Section
1 Intangible Property
 As-Is Certificate As-Is Certificate
 Reservation of Benefits provided however
 Covenants of Assignor
 Miscellaneous
 Severability
 Counterparts
 Exhibit G, Page 2




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[Remainder of page intentionally blank]
 Exhibit G, Page 3




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ASSIGNOR:LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name: Joseph G. KurzydymTitle:   EVP and CFO
 ASSIGNEE:COGDELL SPENCER LP, a Delaware limited
partnershipBy:
    
    CS Business Trust I, a Maryland business trust,
its general partnerBy:Frank C. Spencer, President
 Exhibit G, Page 4




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EXHIBIT H
 FORM OF NOTICE TO TENANTS
  [Name of Property]  [Property Address]  [City, State]
   Property [INSERT NAME OF BUYER] New Owner
  
  Sincerely,LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name: Joseph G. KurzydymTitle: EVP and CFO
 Exhibit H, Page 1




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EXHIBIT I
 FORM OF FIRPTA AFFIDAVIT
 Code Seller
       
 LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name: Joseph G. KurzydymTitle:   EVP and CFO
 Exhibit I, Page 1




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STATE OF
    


    
    §§COUNTY OF
    


    
    §
 
 , Notary PublicMy Commission Expires:
 Exhibit I, Page 2




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EXHIBIT J
 FORM OF ASSIGNMENT OF GROUND LEASES
 THIS
ASSIGNMENT OF GROUND LEASES Assignment  LHRET INDIANAPOLIS, LLC, Assignor Assignee
 W I T N E S S E T H:
 [Assignee] Sale Agreement Exhibit B Ground Leases Exhibit A Land
  Assignment
 As-Is Certificate As-Is Certificate
 Covenants of Assignor and Assignee
 Exhibit K[-1], Page 1




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Miscellaneous
 Severability
 Counterparts
 [Remainder of page intentionally blank]
 Exhibit K[-1], Page 2




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ASSIGNOR:LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name: Joseph G. KurzydymTitle: EVP and CFOASSIGNEE:COGDELL SPENCER LP, a Delaware limited
partnershipBy:
    
    CS Business Trust I, a Maryland business trust,
its general partnerBy:Frank C. Spencer, President
 Exhibit K[-1], Page 3




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STATE OF
    
    
    
    §§COUNTY OF
    
    
    
    §
 
 , Notary PublicMy Commission Expires:
 Exhibit K[-1], Page 1




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STATE OF
    
    
    
    §§COUNTY OF
    
    
    
    §
 
 , Notary PublicMy Commission Expires:
 Exhibit K[-1], Page 2




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EXHIBIT A TO ASSIGNMENT OF GROUND LEASES
 Land
   
    Exhibit K[-1], Page 1




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Exhibit K[-1], Page 2




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Exhibit K[-1], Page 3




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Exhibit K[-1], Page 4




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Exhibit K[-1], Page 5




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Exhibit K[-1], Page 6




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Exhibit K[-1], Page 7




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Exhibit K[-1], Page 8




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Exhibit K[-1], Page 9




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EXHIBIT B TO ASSIGNMENT OF GROUND LEASES
 Description of Ground Leases
 Garage Ground Lease
 Office Ground Lease
 Associates LLC
 Building Access Agreement
 Clarian
 LHT
 Methodist
 Exhibit K[-1], Page 1




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EXHIBIT K-1
 FORM OF TITLE AFFIDAVIT
 
 Owner Title Company
 Title Report
 Property Exhibit A
 Exhibit A
 Exhibit B
  subparagraph (a)
   Exhibit K[-1], Page 1




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[Remainder of page intentionally blank]
 Exhibit K[-1], Page 2




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LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name:  Joseph G. KurzydymTitle:   EVP and CFO
 Exhibit K[-1], Page 3




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EXHIBIT K-2
 FORM OF GAP INDEMNITY
 
 FIRST AMERICAN TITLE INSURANCE COMPANY Title Company   COGDELL SPENCER LP, Buyer LHRET INDIANAPOLIS, LLC Seller Exhibit A Real Property
  
 provided however
 [Remainder of page intentionally blank]
 Exhibit K-2, Page 1




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LHRET INDIANAPOLIS, LLC, a Delaware limited liability companyBy:
    
    Lillibridge
Healthcare Real Estate Trust, L.P., a Delaware limited
partnership, sole memberBy:
    
    Lillibridge Healthcare Real Estate Trust, a
Maryland real estate investment trust, general
partnerBy:Name:  Joseph G. KurzydymTitle:   EVP and CFO
 Exhibit K-2, Page 2




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EXHIBIT L
 SPECIFIED DOCUMENTS
 1.
    
    The Ground Leases2.
    
    The Contracts listed on Exhibit B3.
    
    The Leases listed on Exhibit O
 Exhibit L[-2], Page 1




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EXHIBIT M
 FORM OF TENANT ESTOPPEL CERTIFICATE
 Lillibridge Healthcare Real Estate Trust
    
    [INSERT NAME OF BUYER]222 North LaSalle StreetSuite 410Chicago, Illinois 60601Attention: Joseph G. Kurzydym
    
    Attention:
  Lease Tenant LHRET INDIANAPOLIS, LLC Landlord  Property [INSERT NAME OF BUYER] [INSERT ORGANIZATIONAL INFO FOR BUYER] Buyer
    
 
   
 Exhibit M-2, Page 1




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TENANT:[INSERTNAME OF TENANT]By:Name:Title:Date:
    
    , 2006
 Exhibit M-2, Page 2




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EXHIBIT N
 NOTICES OF LITIGATION, CONTRACT DEFAULTS   AND GOVERNMENTAL VIOLATIONS
 NONE
 Exhibit N, Page 1




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EXHIBIT O
 CURRENT RENT ROLL
 See attached.
 -1-