**Exhibit 2.1**

 

**AGREEMENT OF PURCHASE AND SALE**

 

This Agreement of Purchase and Sale (“**Agreement**”) is made and entered into by and betweenPurchaser and Seller.

 

**RECITALS**

 

**A.****                                    **Definedterms are indicated by initial capital letters. Defined terms shall have the meaningset forth herein, whether or not such terms are used before or after thedefinitions are set forth.

 

**B.**                                  Purchaserdesires to purchase the Property and each Seller desires to sell the portion ofthe Property owned by such Seller, all upon the terms and conditions set forthin this Agreement.

 

**NOW, THEREFORE**, in considerationof the mutual terms, provisions, covenants and agreements set forth herein, aswell as the sums to be paid by Purchaser to each Seller, and for other good andvaluable consideration, the receipt and sufficiency of which are acknowledged,Purchaser and each Seller agree as follows:

 

# **ARTICLE 1. BasicInformation**

# ** **

## **1.1          CertainBasic Terms**. The following defined terms shall have themeanings set forth below:

##  

### **1.1.1       Seller**:    AmeriVest Sheridan Center Inc., a Coloradocorporation; AmeriVest Arrowhead Inc., an Arizona corporation; AmeriVestKellogg Inc., a Colorado corporation; AmeriVest Parkway Inc., a Texascorporation; AmeriVest Centerra Inc., a Colorado corporation; AmeriVest BlackCanyon Inc., an Arizona corporation; AmeriVest Scottsdale Inc., an Arizonacorporation; AmeriVest Greenhill Inc., a Texas corporation; AmeriVest CamelbackInc., an Arizona corporation; AmeriVest Hackberry Inc., a Texas corporation;AmeriVest Buildings Texas Inc., a Texas corporation; and AmeriVest Oak LawnInc., a Texas corporation (collectively, “**Seller**” andindividually “**each Seller**”).

###  

### **1.1.2       Purchaser**:KOLL/PER LLC, a Delaware limitedliability company, and its successors and assigns as provided in Section 12.1below.

###  

### **1.1.3       PurchasePrice**: $273,000,000.00, to be allocated as set forth on Schedule 1attached hereto.

###  

### **1.1.4       EarnestMoney**: $4,000,000.00 (the “**EarnestMoney**”), excluding interest thereon, to be deposited in accordancewith Section 3.1 below. The Earnest Money shall be allocatedbetween the parcels comprising the Property as set forth on Schedule 2attached hereto.

 

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[***]                   TheConfidential portion of this Agreement has been omitted and filed separatelywith the Securities and Exchange Commission.

 

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| ** ** | **1.1.5** | **Title Company**: | Republic Title of Texas, Inc.      |
|------------|-----------|--------------------|------------------------------------|
|       |      |               | 2626 Howell  Street, 10th Floor    |
|       |      |               | Dallas, Texas  75204-4064          |
|       |      |               | Attn:: Janine  Barber              |
|       |      |               | Telephone: (214)  855-8863         |
|       |      |               | Facsimile: (214)  855-8898         |
|       |      |               | E-mail:  jbarber@republictitle.com |
|       |      |               |                               |
|       |      | **Escrow  Agent**: | Republic Title  of Texas, Inc.     |
|       |      |               | 2626 Howell  Street, 10th Floor    |
|       |      |               | Dallas, Texas  75204-4064          |
|       |      |               | Attn: Ms. Janine  N. Barber        |
|       |      |               | Telephone: (214)  855-8863         |
|       |      |               | Facsimile: (214)  855-8898         |
|       |      |               | E-mail:  jbarber@republictitle.com |

 
|   | **1.1.6       Seller’s Broker**:    | Trammell Crow  Company |
|--------|------------------------------------------------------------------------|------------------------|
|   | ** **                                                             |                   |
|   | **1.1.7       Purchaser’s Broker**: | N/A                    |

 

### **1.1.8       EffectiveDate**:  The date onwhich this Agreement is executed by the latter to sign of Purchaser or Seller,as indicated on the signature pages of this Agreement.

###  

### **1.1.9       PropertyInformation Delivery Date**: [Intentionally deleted].

###  

### **1.1.10     TitleCommitment Delivery Date**: [Intentionally deleted].

###  

### **1.1.11     SurveyDelivery Date**: [Intentionally deleted].

###  

### **1.1.12     Titleand Survey Review Period**: [Intentionally deleted].

###  

### **1.1.13     InspectionPeriod**:  [Intentionallydeleted].

###  

### **1.1.14     ClosingDate**:  For theGreenhill Park Property, the date which is thirty (30) days after the EffectiveDate. For each remaining parcel of the Property, the date which is ten (10)business days after Purchaser’s receipt of written approval from the applicableLender (defined herein) of Purchaser’s assumption of the Existing Loan for suchparcel (defined herein) and Purchaser’s review and approval of the loanassumption documents for the applicable Existing Loan pursuant to Section12.17 hereof. Following the applicable Lender’s approval of the assumptionof the applicable Existing Loan, Seller and Purchaser shall use good faithefforts to receive, review and approve assumption documents from the applicableLender (it being agreed that the production of such assumption documents is notwithin the control of Seller or Purchaser); provided, however, that if theapproval of the assumption by the applicable Lender and the approval of theloan assumption documents by Purchaser has not occurred within the timeframeset forth in Section 12.17 below with respect to a parcel or parcels,then Seller shall have the right to extend the Closing Date for such parcel orparcels, or terminate the Agreement 

 

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### with respect tothe applicable parcel(s), in which event the Earnest Money and the PortfolioEarnest Money shall be allocated as provided in Section 12.17 below. Foreach parcel of the Property, “**Lender**” shallmean the current holder of any note secured by a lien against such parcel. Notwithstandinganything to the contrary herein, Seller and Purchaser agree that in no eventshall the Closing Date for the Camelback Lakes Property occur prior to theclosings for the other parcels (excluding parcels for which this Agreement hasbeen terminated due to the provisions of Section 4.3, 6.4, 7.2, 10.2 and12.17), unless otherwise agreed by Seller and Purchaser.

###  

## **1.2          ClosingCosts**. Closing costs shall be allocated and paid as follows:

 
| **Cost**                                                                                                                                                                                                                                                                                                                | ** ** | **Responsible Party**                              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
| Title Commitment  required to be delivered pursuant to Section 5.1                                                                                                                                                                                                                                                      |       | Seller                                                  |
| Premium for  standard form Title Policy required to be delivered pursuant to Section  5.4                                                                                                                                                                                                                               |       | Seller                                                  |
| Premium for any  upgrade of Title Policy for extended or additional coverage and any  endorsements desired by Purchaser, any inspection fee charged by the Title  Company, tax certificates, municipal and utility lien certificates, and any  other Title Company charges relating to the issuance of the Title Policy |       | Purchaser                                               |
| Costs of  existing ALTA/ACSM Land Title Survey                                                                                                                                                                                                                                                                          |       | Seller                                                  |
| Any revisions,  modifications or recertifications to Survey                                                                                                                                                                                                                                                             |       | Purchaser                                               |
| Costs for UCC  Searches                                                                                                                                                                                                                                                                                                 |       | Purchaser                                               |
| Recording fees  for Deed                                                                                                                                                                                                                                                                                                |       | Seller (in  Arizona and Texas); Purchaser (in Colorado) |
| Recording fees  for releases of Deeds of Trust securing Existing Loans                                                                                                                                                                                                                                                  |       | Seller                                                  |
| Any deed taxes,  documentary stamps, transfer taxes, intangible taxes, mortgage taxes or other  similar taxes, fees or assessments                                                                                                                                                                                      |       | Seller (in Arizona  and Texas); Purchaser (in Colorado) |
| Any escrow fee  charged by Escrow Agent for conducting the Closing                                                                                                                                                                                                                                                      |       | Purchaser 1⁄2 Seller  1⁄2                         |
| Real Estate  Sales Commission to Seller’s Broker                                                                                                                                                                                                                                                                   |       | Seller                                                  |
| Assumption Fees  for each Existing Loan                                                                                                                                                                                                                                                                                 |       | Purchaser                                               |
| All other  closing costs, expenses, charges and fees (Seller and Purchaser each pays its  own legal fees and expenses)                                                                                                                                                                                                  |       | Purchaser                                               |

 

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## **1.3          NoticeAddresses.**

 
| Purchaser:  Koll/PER   LLC |                                  | Copies to: Allen Matkins Leck Gamble Mallory |
|--------------------------------------|---------------------------------------|----------------------------------------------|
|                                 | c/o The Koll  Company LLC             |                                         |   | & Natsis LLP |
|                                 | 4343 Von Karman,  Ste. 150       |                                         |   | 1900 Main  Street, 5th Floor |
|                                 | Newport Beach,  California 92660      |                                         |   | Irvine,  California 92614-7321 |
|                                 | Attention: Mr.  Bryan McGowan         |                                         |   | Attention:  Sandra A. Jacobson, Esq. |
|                                 | Telephone:  (949) 833-3030       |                                         |   | Telephone:  (949) 553-1313 |
|                                 | Facsimile:  (949) 240-4344       |                                         |   | Facsimile:  (949) 553-8354 |
|                                 | Email:  mcgowanb@koll.com        |                                         |   | Email: sjacobson@allenmatkins.com |
|                                 |                                  |                                         |
|                                 | Chadwick, Saylor  & Company       |                                         |   | Foster Pepper  PLLC |
|                                 | 11601 Wilshire  Blvd., Suite 2240     |                                         |   | 1111 Third  Avenue, Suite 3400 |
|                                 | Los Angeles,  California 90025        |                                         |   | Seattle,  Washington 98101 |
|                                 | Attention: Ms.  Vicki Aponik          |                                         |   | Attention:  Rafael Stone, Esq. |
|                                 | Telephone: (310)  268-6620            |                                         |   | Telephone:  (206) 447-8999 |
|                                 | Facsimile: (310)  268-6629            |                                         |   | Facsimile:  (206) 749-2015 |
|                                 | Email:vaponik@chadwicksaylor.com      |                                         |   | Email:  stonv@foster.com |
|                                 |                                  |                                         |
| Seller:                              | c/o AmeriVest  Properties Inc.        |                                         | Copy to:Jenkens  & Gilchrist, P.C. |
|                                 | 1780 So.  Bellaire Street, Suite  100 |                                         |   | 1445 Ross  Avenue, Suite 3200 |
|                                 | Denver, Colorado  80222               |                                         |   | Dallas, Texas  75202 |
|                                 | Attention:  Charles Knight       |                                         |   | Attention:  Stephen R. Voelker, Esq. |
|                                 | Telephone: (303)  297-1800            |                                         |   | Telephone: (214)  855-4722 |
|                                 | Facsimile: (303)  291-7353            |                                         |   | Facsimile: (214)  855-4300 |
|                                 | Email: charlesk@amvproperties.com     |                                         |   | Email:  svoelker@jenkens.com |

 

# **ARTICLE 2. Property**

 

## **2.1         **Subjectto the terms and conditions of this Agreement, each Seller agrees to sell toPurchaser, and Purchaser agrees to purchase from Seller, the portions of thefollowing property owned by such Seller (collectively, the “**Property**”):

##  

### **2.1.1       SheridanCenter Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-1”attached hereto (the “**Sheridan Center Land**”),together with (i) all improvements located thereon (“**SheridanCenter Improvements**”), (ii) all and singular the rights,benefits, privileges, easements, tenements, hereditaments, and appurtenancesthereon or in anywise appertaining thereto, (iii) all strips and gores andany land lying in the bed of any street, road or alley, open or proposed,adjoining such Sheridan Center Land, (iv) all development rights, air rights,sewer rights and permits, water, water rights, riparian rights and water stockowned by AmeriVest Sheridan Center Inc., if any, and relating to the SheridanCenter Land and (v) all licenses, permits, covenants and other rights-

 

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#### of-way,appurtenances or entitlements used in connection with the beneficial use andenjoyment of the Sheridan Center Land (collectively, the “**SheridanCenter****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Sheridan Center Real Property(other than the Sheridan Center License Agreements as defined below), includingleases which may be made by AmeriVest Sheridan Center Inc. after the EffectiveDate and prior to Closing as permitted by this Agreement (the “**Sheridan Center****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Sheridan Center Inc. and now or hereafter located in andused in connection with the operation, ownership or management of the SheridanCenter Real Property, but specifically excluding any items of personal propertyowned by tenants at or on the Sheridan Center Real Property and furtherexcluding any items of personal property owned by third parties and leased toAmeriVest Sheridan Center Inc. and all deposits or escrows made in connectionwith the Sheridan Center Existing Loan (defined herein) (collectively, the “**Sheridan Center****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Sheridan Center Inc.’srights and interests, if any, in the name “Sheridan Center”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Sheridan Center Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Sheridan Center Leases or LicenseAgreements (collectively, the “**Sheridan Center****Service Contracts**”) (but only to theextent AmeriVest Sheridan Center Inc.’s obligations thereunder are expresslyassumed by Purchaser pursuant to this Agreement); warranties; governmentalpermits, approvals and licenses, if any; and telephone exchange numbers (to theextent assignable) (all of the items described in this Section 2.1.1(d)collectively referred to as the “**Sheridan Center****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the SheridanCenter Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Sheridan Center RealProperty and generate income to AmeriVest Sheridan Center Inc. as the owner ofthe Sheridan Center Real Property, including agreements which may be made byAmeriVest Sheridan Center Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Sheridan Center****License Agreements**”).

 

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#### The SheridanCenter Real Property, the Sheridan Center Leases, the Sheridan Center TangiblePersonal Property, the Sheridan Center Intangible Personal Property and theSheridan Center License Agreements are referred to herein collectively as the “**Sheridan Center Property**.”

####  

### **2.1.2       ArrowheadFountains Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-2”attached hereto (the “**Arrowhead Fountains Land**”),together with (i) all improvements located thereon (“**ArrowheadFountains Improvements**”), (ii) all and singular the rights,benefits, privileges, easements, tenements, hereditaments, and appurtenancesthereon or in anywise appertaining thereto, (iii) all strips and gores andany land lying in the bed of any street, road or alley, open or proposed,adjoining such Arrowhead Fountains Land, (iv) all development rights, airrights, sewer rights and permits, water, water rights, riparian rights and waterstock owned by AmeriVest Arrowhead Inc., if any, and relating to the ArrowheadFountains Land and (v) all licenses, permits, covenants and otherrights-of-way, appurtenances or entitlements used in connection with thebeneficial use and enjoyment of the Arrowhead Fountains Land (collectively, the“**Arrowhead Fountains****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Arrowhead Fountains Real Property(other than the Arrowhead Fountains License Agreements as defined below),including leases which may be made by AmeriVest Arrowhead Inc. after theEffective Date and prior to Closing as permitted by this Agreement (the “**Arrowhead Fountains****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Arrowhead Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the ArrowheadFountains Real Property, but specifically excluding any items of personalproperty owned by tenants at or on the Arrowhead Fountains Real Property andfurther excluding any items of personal property owned by third parties andleased to AmeriVest Arrowhead Inc. and all deposits or escrows made inconnection with the Arrowhead Fountains Existing Loan (defined herein)(collectively, the “**Arrowhead Fountains****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Arrowhead Inc.’srights and interests, if any, in the name “Arrowhead Fountains”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Arrowhead Fountains Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Arrowhead Fountains Leases or LicenseAgreements (collectively, the “**Arrowhead Fountains****Service**

 

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#### **Contracts**”)(but only to the extent AmeriVest Arrowhead Inc.’s obligations thereunder areexpressly assumed by Purchaser pursuant to this Agreement); warranties;governmental permits, approvals and licenses, if any; and telephone exchangenumbers (to the extent assignable) (all of the items described in this Section2.1.2(d) collectively referred to as the “**ArrowheadFountains****Intangible PersonalProperty**”).

####  

#### (e)       **License Agreements**. All agreements (other than the ArrowheadFountains Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Arrowhead FountainsReal Property and generate income to AmeriVest Arrowhead Inc. as the owner ofthe Arrowhead Fountains Real Property, including agreements which may be madeby AmeriVest Arrowhead Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Arrowhead Fountains****License Agreements**”).

####  

#### The ArrowheadFountains Real Property, the Arrowhead Fountains Leases, the ArrowheadFountains Tangible Personal Property, the Arrowhead Fountains IntangiblePersonal Property and the Arrowhead Fountains License Agreements are referredto herein collectively as the “**Arrowhead FountainsProperty**.”

####  

### **2.1.3       KelloggBuilding Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-3”attached hereto (the “**Kellogg Building Land**”),together with (i) all improvements located thereon (“**KelloggBuilding Improvements**”), (ii) all and singular the rights, benefits,privileges, easements, tenements, hereditaments, and appurtenances thereon orin anywise appertaining thereto, (iii) all strips and gores and any landlying in the bed of any street, road or alley, open or proposed, adjoining suchKellogg Building Land, (iv) all development rights, air rights, sewer rightsand permits, water, water rights, riparian rights and water stock owned byAmeriVest Kellogg Inc., if any, and relating to the Kellogg Building Land and(v) all licenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theKellogg Building Land (collectively, the “**Kellogg Building****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Kellogg Building Real Property (otherthan the Kellogg Building License Agreements as defined below), includingleases which may be made by AmeriVest Kellogg Inc. after the Effective Date andprior to Closing as permitted by this Agreement (the “**KelloggBuilding****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Kellogg Inc. and now or hereafter located in and used in 

 

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#### connection withthe operation, ownership or management of the Kellogg Building Real Property,but specifically excluding any items of personal property owned by tenants ator on the Kellogg Building Real Property and further excluding any items ofpersonal property owned by third parties and leased to AmeriVest Kellogg Inc.and all deposits or escrows made in connection with the Kellogg BuildingExisting Loan (defined herein) (collectively, the “**KelloggBuilding****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Kellogg Inc.’srights and interests, if any, in the name “Kellogg Building”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Kellogg Building Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Kellogg Building Leases or LicenseAgreements (collectively, the “**Kellogg Building****Service Contracts**”) (but only to theextent AmeriVest Kellogg Inc.’s obligations thereunder are expressly assumed byPurchaser pursuant to this Agreement); warranties; governmental permits,approvals and licenses, if any; and telephone exchange numbers (to the extentassignable) (all of the items described in this Section 2.1.3(d)collectively referred to as the “**Kellogg Building****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the KelloggBuilding Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Kellogg BuildingReal Property and generate income to AmeriVest Kellogg Inc. as the owner of theKellogg Building Real Property, including agreements which may be made byAmeriVest Kellogg Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Kellogg Building****License Agreements**”).

####  

#### The KelloggBuilding Real Property, the Kellogg Building Leases, the Kellogg BuildingTangible Personal Property, the Kellogg Building Intangible Personal Propertyand the Kellogg Building License Agreements are referred to herein collectivelyas the “**Kellogg Building Property**.”

####  

### **2.1.4       ParkwayCentre II Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-4”attached hereto (the “**Parkway Centre II Land**”),together with (i) all improvements located thereon (“**ParkwayCentre II Improvements**”), (ii) all and singular the rights,benefits, privileges, easements, tenements, hereditaments, and appurtenancesthereon or in anywise appertaining thereto, (iii) all strips and gores andany land lying in the bed of any street, road or alley, open or proposed,adjoining such Parkway Centre II Land, (iv) all development rights, air rights,sewer rights and permits, water, water rights, riparian rights and water 

 

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#### stock owned byAmeriVest Parkway Inc., if any, and relating to the Parkway Centre II Land and(v) all licenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theParkway Centre II Land (collectively, the “**Parkway Centre II****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Parkway Centre II Real Property(other than the Parkway Centre II License Agreements as defined below),including leases which may be made by AmeriVest Parkway Inc. after theEffective Date and prior to Closing as permitted by this Agreement (the “**Parkway Centre II****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Parkway Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Parkway Centre IIReal Property, but specifically excluding any items of personal property ownedby tenants at or on the Parkway Centre II Real Property and further excludingany items of personal property owned by third parties and leased to AmeriVestParkway Inc. and all deposits or escrows made in connection with the ParkwayCentre II Existing Loan (defined herein) (collectively, the “**Parkway Centre II****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Parkway Inc.’srights and interests, if any, in the name “Parkway Centre II”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Parkway Centre II Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Parkway Centre II Leases or LicenseAgreements (collectively, the “**Parkway Centre II****Service Contracts**”) (but only to theextent AmeriVest Parkway Inc.’s obligations thereunder are expressly assumed byPurchaser pursuant to this Agreement); warranties; governmental permits,approvals and licenses, if any; and telephone exchange numbers (to the extentassignable) (all of the items described in this Section 2.1.4(d)collectively referred to as the “**Parkway Centre II****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the ParkwayCentre II Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Parkway Centre IIReal Property and generate income to AmeriVest Parkway Inc. as the owner of theParkway Centre II Real Property, including agreements which may be made byAmeriVest Parkway Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Parkway Centre II****License Agreements**”).

 

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#### The Parkway CentreII Real Property, the Parkway Centre II Leases, the Parkway Centre II TangiblePersonal Property, the Parkway Centre II Intangible Personal Property and theParkway Centre II License Agreements are referred to herein collectively as the“**Parkway Centre II Property**.”

####  

### **2.1.5       CenterraProperty**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-5”attached hereto (the “**Centerra Land**”),together with (i) all improvements located thereon (“**CenterraImprovements**”), (ii) all and singular the rights, benefits,privileges, easements, tenements, hereditaments, and appurtenances thereon orin anywise appertaining thereto, (iii) all strips and gores and any landlying in the bed of any street, road or alley, open or proposed, adjoining suchCenterra Land, (iv) all development rights, air rights, sewer rights andpermits, water, water rights, riparian rights and water stock owned byAmeriVest Centerra Inc., if any, and relating to the Centerra Land and (v) alllicenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theCenterra Land (collectively, the “**Centerra****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Centerra Real Property (other thanthe Centerra License Agreements as defined below), including leases which maybe made by AmeriVest Centerra Inc. after the Effective Date and prior toClosing as permitted by this Agreement (the “**Centerra****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Centerra Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Centerra RealProperty, but specifically excluding any items of personal property owned bytenants at or on the Centerra Real Property and further excluding any items ofpersonal property owned by third parties and leased to AmeriVest Centerra Inc.and all deposits or escrows made in connection with the Centerra Existing Loan(defined herein) (collectively, the “**Centerra****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Centerra Inc.’srights and interests, if any, in the name “Centerra”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Centerra Real Property, includingmaintenance, service, construction, supply and equipment rental contracts, ifany, but not including the Centerra Leases or License Agreements (collectively,the “**Centerra****ServiceContracts**”) (but only to the extent AmeriVest Centerra Inc.’sobligations thereunder are expressly assumed by Purchaser pursuant to thisAgreement); warranties; governmental permits, approvals and licenses, if any;and telephone exchange numbers (to the extent assignable) (all of the items 

 

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#### described in this Section2.1.5(d) collectively referred to as the “**Centerra****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the CenterraLeases), if any, for the leasing or licensing of rooftop space or equipment,telecommunications equipment, cable access and other space, equipment andfacilities that are located on or within the Centerra Real Property andgenerate income to AmeriVest Centerra Inc. as the owner of the Centerra RealProperty, including agreements which may be made by AmeriVest Centerra Inc.after the Effective Date and prior to Closing as permitted by this Agreement(the “**Centerra****LicenseAgreements**”).

####  

#### The Centerra RealProperty, the Centerra Leases, the Centerra Tangible Personal Property, theCenterra Intangible Personal Property and the Centerra License Agreements arereferred to herein collectively as the “**Centerra Property**.”

####  

### **2.1.6       SouthwestGas Building Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-6”attached hereto (the “**Southwest Gas BuildingLand**”), together with (i) all improvements located thereon (“**Southwest Gas Building Improvements**”), (ii) all andsingular the rights, benefits, privileges, easements, tenements, hereditaments,and appurtenances thereon or in anywise appertaining thereto, (iii) allstrips and gores and any land lying in the bed of any street, road or alley,open or proposed, adjoining such Southwest Gas Building Land, (iv) all developmentrights, air rights, sewer rights and permits, water, water rights, riparianrights and water stock owned by AmeriVest Black Canyon Inc., if any, andrelating to the Southwest Gas Building Land and (v) all licenses, permits,covenants and other rights-of-way, appurtenances or entitlements used inconnection with the beneficial use and enjoyment of the Southwest Gas BuildingLand (collectively, the “**Southwest Gas Building****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Southwest Gas Building RealProperty (other than the Southwest Gas Building License Agreements as definedbelow), including leases which may be made by AmeriVest Black Canyon Inc. afterthe Effective Date and prior to Closing as permitted by this Agreement (the “**Southwest Gas Building****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Black Canyon Inc. and now or hereafter located in and usedin connection with the operation, ownership or management of the Southwest GasBuilding Real Property, but specifically excluding any items of personalproperty owned by tenants at or on the Southwest Gas Building Real Property andfurther excluding any items of personal property owned by third parties andleased to AmeriVest Black Canyon Inc. and all deposits or escrows made inconnection with the Southwest Gas Building Existing Loan (defined 

 

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#### herein)(collectively, the “**Southwest Gas Building****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Black Canyon Inc.’srights and interests, if any, in the name “Southwest Gas Building”; the plansand specifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Southwest Gas Building Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Southwest Gas Building Leases orLicense Agreements (collectively, the “**Southwest Gas Building****Service Contracts**”) (but only to theextent AmeriVest Black Canyon Inc.’s obligations thereunder are expresslyassumed by Purchaser pursuant to this Agreement); warranties; governmentalpermits, approvals and licenses, if any; and telephone exchange numbers (to theextent assignable) (all of the items described in this Section 2.1.6(d)collectively referred to as the “**Southwest Gas Building****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the SouthwestGas Building Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Southwest GasBuilding Real Property and generate income to AmeriVest Black Canyon Inc. asthe owner of the Southwest Gas Building Real Property, including agreementswhich may be made by AmeriVest Black Canyon Inc. after the Effective Date andprior to Closing as permitted by this Agreement (the “**SouthwestGas Building****License Agreements**”).

####  

#### The Southwest GasBuilding Real Property, the Southwest Gas Building Leases, the Southwest GasBuilding Tangible Personal Property, the Southwest Gas Building IntangiblePersonal Property and the Southwest Gas Building License Agreements arereferred to herein collectively as the “**Southwest Gas BuildingProperty**.”

####  

### **2.1.7       ScottsdaleNorte Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-7”attached hereto (the “**Scottsdale Norte Land**”),together with (i) all improvements located thereon (“**ScottsdaleNorte Improvements**”), (ii) all and singular the rights,benefits, privileges, easements, tenements, hereditaments, and appurtenancesthereon or in anywise appertaining thereto, (iii) all strips and gores andany land lying in the bed of any street, road or alley, open or proposed,adjoining such Scottsdale Norte Land, (iv) all development rights, air rights,sewer rights and permits, water, water rights, riparian rights and water stockowned by AmeriVest Scottsdale Inc., if any, and relating to the ScottsdaleNorte Land and (v) all licenses, permits, covenants and other rights-of-way, 

 

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#### appurtenances orentitlements used in connection with the beneficial use and enjoyment of theScottsdale Norte Land (collectively, the “**Scottsdale Norte****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Scottsdale Norte Real Property(other than the Scottsdale Norte License Agreements as defined below),including leases which may be made by AmeriVest Scottsdale Inc. after theEffective Date and prior to Closing as permitted by this Agreement (the “**Scottsdale Norte****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Scottsdale Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Scottsdale NorteReal Property, but specifically excluding any items of personal property ownedby tenants at or on the Scottsdale Norte Real Property and further excludingany items of personal property owned by third parties and leased to AmeriVest ScottsdaleInc. and all deposits or escrows made in connection with the Scottsdale NorteExisting Loan (defined herein) (collectively, the “**ScottsdaleNorte****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Scottsdale Inc.’srights and interests, if any, in the name “Scottsdale Norte”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Scottsdale Norte Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Scottsdale Norte Leases or LicenseAgreements (collectively, the “**Scottsdale Norte****Service Contracts**”) (but only to theextent AmeriVest Scottsdale Inc.’s obligations thereunder are expressly assumedby Purchaser pursuant to this Agreement); warranties; governmental permits,approvals and licenses, if any; and telephone exchange numbers (to the extentassignable) (all of the items described in this Section 2.1.7(d)collectively referred to as the “**Scottsdale Norte****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than theScottsdale Norte Leases), if any, for the leasing or licensing of rooftop spaceor equipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Scottsdale NorteReal Property and generate income to AmeriVest Scottsdale Inc. as the owner ofthe Scottsdale Norte Real Property, including agreements which may be made byAmeriVest Scottsdale Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Scottsdale Norte****License Agreements**”).

####  

#### The ScottsdaleNorte Real Property, the Scottsdale Norte Leases, the Scottsdale Norte TangiblePersonal Property, the Scottsdale Norte Intangible Personal 

 

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#### Property and theScottsdale Norte License Agreements are referred to herein collectively as the “**Scottsdale Norte Property**.”

####  

### **2.1.8       GreenhillPark Property**.

###  

#### (a)       Theland described in Exhibit “A-8” attached hereto (the “**Greenhill Park Land**”), together with (i) allimprovements located thereon (“**Greenhill ParkImprovements**”), (ii) all and singular the rights, benefits,privileges, easements, tenements, hereditaments, and appurtenances thereon orin anywise appertaining thereto, (iii) all strips and gores and any landlying in the bed of any street, road or alley, open or proposed, adjoining suchGreenhill Park Land, (iv) all development rights, air rights, sewer rights andpermits, water, water rights, riparian rights and water stock owned byAmeriVest Greenhill Inc., if any, and relating to the Greenhill Park Land and(v) all licenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theGreenhill Park Land (collectively, the “**Greenhill Park****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Greenhill Park Real Property(other than the Greenhill Park License Agreements as defined below), includingleases which may be made by AmeriVest Greenhill Inc. after the Effective Dateand prior to Closing as permitted by this Agreement (the “**GreenhillPark****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Greenhill Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Greenhill ParkReal Property, but specifically excluding any items of personal property ownedby tenants at or on the Greenhill Park Real Property and further excluding anyitems of personal property owned by third parties and leased to AmeriVestGreenhill Inc. and all deposits or escrows made in connection with theGreenhill Park Existing Loan (defined herein) (collectively, the “**Greenhill Park****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Greenhill Inc.’s rightsand interests, if any, in the name “Greenhill Park”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Greenhill Park Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Greenhill Park Leases or LicenseAgreements (collectively, the “**Greenhill Park****Service Contracts**”) (but only to the extent AmeriVestGreenhill Inc.’s obligations thereunder are expressly assumed by Purchaserpursuant to this Agreement); warranties; governmental permits, approvals andlicenses, if any; and telephone exchange numbers (to the extent 

 

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#### assignable) (allof the items described in this Section 2.1.8(d) collectively referred toas the “**Greenhill Park****IntangiblePersonal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the GreenhillPark Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Greenhill Park RealProperty and generate income to AmeriVest Greenhill Inc. as the owner of theGreenhill Park Real Property, including agreements which may be made byAmeriVest Greenhill Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Greenhill Park****License Agreements**”).

####  

#### The Greenhill ParkReal Property, the Greenhill Park Leases, the Greenhill Park Tangible PersonalProperty, the Greenhill Park Intangible Personal Property and the GreenhillPark License Agreements are referred to herein collectively as the “**Greenhill Park Property**.”

####  

### **2.1.9       CamelbackLakes Property**.

###  

#### (a)       Theland described in Exhibit “A-9” attached hereto (the “**Camelback Lakes Land**”), together with (i) allimprovements located thereon (“**Camelback LakesImprovements**”), (ii) all and singular the rights, benefits,privileges, easements, tenements, hereditaments, and appurtenances thereon orin anywise appertaining thereto, (iii) all strips and gores and any landlying in the bed of any street, road or alley, open or proposed, adjoining suchCamelback Lakes Land, (iv) all development rights, air rights, sewer rights andpermits, water, water rights, riparian rights and water stock owned byAmeriVest Camelback Inc., if any, and relating to the Camelback Lakes Land and(v) all licenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theCamelback Lakes Land (collectively, the “**Camelback Lakes****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Camelback Lakes Real Property(other than the Camelback Lakes License Agreements as defined below), includingleases which may be made by AmeriVest Camelback Inc. after the Effective Dateand prior to Closing as permitted by this Agreement (the “**CamelbackLakes****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Camelback Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Camelback LakesReal Property, but specifically excluding any items of personal property ownedby tenants at or on the Camelback Lakes Real Property and further excluding anyitems of personal property owned by third parties and leased to AmeriVest CamelbackInc. and all deposits or escrows made in connection with 

 

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#### the CamelbackLakes Existing Loan (defined herein) (collectively, the “**CamelbackLakes****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Camelback Inc.’srights and interests, if any, in the name “Camelback Lakes”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Camelback Lakes Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Camelback Lakes Leases or LicenseAgreements (collectively, the “**Camelback Lakes****Service Contracts**”) (but only to theextent AmeriVest Camelback Inc.’s obligations thereunder are expressly assumedby Purchaser pursuant to this Agreement); warranties; governmental permits,approvals and licenses, if any; and telephone exchange numbers (to the extentassignable) (all of the items described in this Section 2.1.9(d)collectively referred to as the “**Camelback Lakes****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the CamelbackLakes Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Camelback Lakes RealProperty and generate income to AmeriVest Camelback Inc. as the owner of theCamelback Lakes Real Property, including agreements which may be made byAmeriVest Camelback Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Camelback Lakes****License Agreements**”).

####  

#### The CamelbackLakes Real Property, the Camelback Lakes Leases, the Camelback Lakes TangiblePersonal Property, the Camelback Lakes Intangible Personal Property and theCamelback Lakes License Agreements are referred to herein collectively as the “**Camelback Lakes Property**.”

####  

### **2.1.10     HackberryView Property**.

###  

#### (a)       Theland described in Exhibit “A-10” attached hereto (the “**Hackberry View Land**”), together with (i) allimprovements located thereon (“**Hackberry ViewImprovements**”), (ii) all and singular the rights, benefits,privileges, easements, tenements, hereditaments, and appurtenances thereon orin anywise appertaining thereto, (iii) all strips and gores and any landlying in the bed of any street, road or alley, open or proposed, adjoining suchHackberry View Land, (iv) all development rights, air rights, sewer rights andpermits, water, water rights, riparian rights and water stock owned byAmeriVest Hackberry Inc., if any, and relating to the Hackberry View Land and(v) all licenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theHackberry View Land (collectively, the “**Hackberry View****Real Property**”).

 

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#### (b)       **Leases**. All leases of the Hackberry View Real Property(other than the Hackberry View License Agreements as defined below), includingleases which may be made by AmeriVest Hackberry Inc. after the Effective Dateand prior to Closing as permitted by this Agreement (the “**HackberryView****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Hackberry Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Hackberry ViewReal Property, but specifically excluding any items of personal property ownedby tenants at or on the Hackberry View Real Property and further excluding anyitems of personal property owned by third parties and leased to AmeriVestHackberry Inc. and all deposits or escrows made in connection with theHackberry View Existing Loan (defined herein) (collectively, the “**Hackberry View****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Hackberry Inc.’srights and interests, if any, in the name “Hackberry View”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Hackberry View Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Hackberry View Leases or LicenseAgreements (collectively, the “**Hackberry View****Service Contracts**”) (but only to the extent AmeriVestHackberry Inc.’s obligations thereunder are expressly assumed by Purchaserpursuant to this Agreement); warranties; governmental permits, approvals andlicenses, if any; and telephone exchange numbers (to the extent assignable)(all of the items described in this Section 2.1.10(d) collectivelyreferred to as the “**Hackberry View****Intangible Personal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the HackberryView Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Hackberry View RealProperty and generate income to AmeriVest Hackberry Inc. as the owner of theHackberry View Real Property, including agreements which may be made byAmeriVest Hackberry Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Hackberry View****License Agreements**”).

####  

#### The Hackberry ViewReal Property, the Hackberry View Leases, the Hackberry View Tangible PersonalProperty, the Hackberry View Intangible Personal Property and the HackberryView License Agreements are referred to herein collectively as the “**Hackberry View****Property**.”

 

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### **2.1.11     ParkwayCentre III Property**.

###  

#### (a)       Theland described in Exhibit “A-11” attached hereto (the “**Parkway Centre III Land**”), together with (i) allimprovements located thereon (“**Parkway Centre IIIImprovements**”), (ii) all and singular the rights, benefits,privileges, easements, tenements, hereditaments, and appurtenances thereon orin anywise appertaining thereto, (iii) all strips and gores and any landlying in the bed of any street, road or alley, open or proposed, adjoining suchParkway Centre III Land, (iv) all development rights, air rights, sewer rightsand permits, water, water rights, riparian rights and water stock owned byAmeriVest Buildings Texas Inc., if any, and relating to the Parkway Centre IIILand and (v) all licenses, permits, covenants and other rights-of-way,appurtenances or entitlements used in connection with the beneficial use andenjoyment of the Parkway Centre III Land (collectively, the “**Parkway Centre III****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Parkway Centre III Real Property(other than the Parkway Centre III License Agreements as defined below),including leases which may be made by AmeriVest Buildings Texas Inc. after theEffective Date and prior to Closing as permitted by this Agreement (the “**Parkway Centre III****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Buildings Texas Inc. and now or hereafter located in andused in connection with the operation, ownership or management of the ParkwayCentre III Real Property, but specifically excluding any items of personalproperty owned by tenants at or on the Parkway Centre III Real Property andfurther excluding any items of personal property owned by third parties andleased to AmeriVest Buildings Texas Inc. and all deposits or escrows made inconnection with the Parkway Centre III Existing Loan (defined herein)(collectively, the “**Parkway Centre III****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Buildings Texas Inc.’srights and interests, if any, in the name “Parkway Centre III”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Parkway Centre III Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Parkway Centre III Leases or LicenseAgreements (collectively, the “**Parkway Centre III****Service Contracts**”) (but only to theextent AmeriVest Buildings Texas Inc.’s obligations thereunder are expresslyassumed by Purchaser pursuant to this Agreement); warranties; governmentalpermits, approvals and licenses, if any; and telephone exchange numbers (to theextent assignable) (all of the items described in this Section 2.1.11(d)collectively referred to as the “**Parkway Centre III****Intangible Personal Property**”).

 

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#### (e)       **License Agreements**. All agreements (other than the ParkwayCentre III Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Parkway Centre IIIReal Property and generate income to AmeriVest Buildings Texas Inc. as theowner of the Parkway Centre III Real Property, including agreements which maybe made by AmeriVest Buildings Texas Inc. after the Effective Date and prior toClosing as permitted by this Agreement (the “**ParkwayCentre III****License Agreements**”).

####  

#### The Parkway CentreIII Real Property, the Parkway Centre III Leases, the Parkway Centre IIITangible Personal Property, the Parkway Centre III Intangible Personal Propertyand the Parkway Centre III License Agreements are referred to hereincollectively as the “**Parkway Centre III****Property**.”

####  

### **2.1.12     HamptonCourt Property**.

###  

#### (a)       **Real Property**. The land described in Exhibit “A-12”attached hereto (the “**Hampton Court Land**”),together with (i) all improvements located thereon (“**HamptonCourt Improvements**”), (ii) all and singular the rights,benefits, privileges, easements, tenements, hereditaments, and appurtenances thereonor in anywise appertaining thereto, (iii) all strips and gores and anyland lying in the bed of any street, road or alley, open or proposed, adjoiningsuch Hampton Court Land, (iv) all development rights, air rights, sewer rightsand permits, water, water rights, riparian rights and water stock owned byAmeriVest Oak Lawn Inc., if any, and relating to the Hampton Court Land and (v)all licenses, permits, covenants and other rights-of-way, appurtenances orentitlements used in connection with the beneficial use and enjoyment of theHampton Court Land (collectively, the “**Hampton Court****Real Property**”).

####  

#### (b)       **Leases**. All leases of the Hampton Court Real Property (otherthan the Hampton Court License Agreements as defined below), including leaseswhich may be made by AmeriVest Oak Lawn Inc. after the Effective Date and priorto Closing as permitted by this Agreement (the “**HamptonCourt****Leases**”).

####  

#### (c)       **Tangible Personal Property**. All equipment, machinery,furniture, furnishings, supplies and other tangible personal property, if any,owned by AmeriVest Oak Lawn Inc. and now or hereafter located in and used inconnection with the operation, ownership or management of the Hampton CourtReal Property, but specifically excluding any items of personal property owned bytenants at or on the Hampton Court Real Property and further excluding anyitems of personal property owned by third parties and leased to AmeriVest OakLawn Inc. and all deposits or escrows made in connection with 

 

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#### the Hampton CourtExisting Loan (defined herein) (collectively, the “**HamptonCourt****Tangible Personal Property**”).

####  

#### (d)       **Intangible Personal Property**. AmeriVest Oak Lawn Inc.’srights and interests, if any, in the name “Hampton Court”; the plans andspecifications and other architectural and engineering drawings for theImprovements (including CAD drawings), if any; contract rights related to theoperation, ownership or management of the Hampton Court Real Property,including maintenance, service, construction, supply and equipment rentalcontracts, if any, but not including the Hampton Court Leases or LicenseAgreements (collectively, the “**Hampton Court****Service Contracts**”) (but only to the extent AmeriVest OakLawn Inc.’s obligations thereunder are expressly assumed by Purchaser pursuantto this Agreement); warranties; governmental permits, approvals and licenses,if any; and telephone exchange numbers (to the extent assignable) (all of theitems described in this Section 2.1.12(d) collectively referred to asthe “**Hampton Court****IntangiblePersonal Property**”).

####  

#### (e)       **License Agreements**. All agreements (other than the HamptonCourt Leases), if any, for the leasing or licensing of rooftop space orequipment, telecommunications equipment, cable access and other space,equipment and facilities that are located on or within the Hampton Court RealProperty and generate income to AmeriVest Oak Lawn Inc. as the owner of theHampton Court Real Property, including agreements which may be made byAmeriVest Oak Lawn Inc. after the Effective Date and prior to Closing aspermitted by this Agreement (the “**Hampton Court****License Agreements**”).

####  

The Hampton Court Real Property, the Hampton CourtLeases, the Hampton Court Tangible Personal Property, the Hampton Court IntangiblePersonal Property and the Hampton Court License Agreements are referred toherein collectively as the “**Hampton Court****Property**.”

 

The SheridanCenter Real Property, the Arrowhead Fountains Real Property, the KelloggBuilding Real Property, the Parkway Centre III Real Property, the Centerra RealProperty, the Southwest Gas Building Real Property; the Scottsdale Norte RealProperty, the Greenhill Park Real Property, the Camelback Lakes Real Property,the Hackberry View Real Property, the Parkway Centre III Real Property and theHampton Court Real Property are referred to herein collectively as the “**Real Property**.”  TheSheridan Center Leases, the Arrowhead Fountains Leases, the Kellogg BuildingLeases, the Parkway Centre III Leases, the Centerra Leases, the Southwest GasBuilding Leases; the Scottsdale Norte Leases, the Greenhill Park Leases, theCamelback Lakes Leases, the Hackberry View Leases, the Parkway Centre IIILeases and the Hampton Court Leases are referred to herein collectively as the “**Leases**.”  The SheridanCenter Tangible Personal Property, the Arrowhead Fountains Tangible PersonalProperty, the Kellogg Building Tangible Personal Property, the Parkway CentreIII Tangible Personal Property, the Centerra Tangible Personal Property, theSouthwest Gas Building Tangible Personal Property; the Scottsdale NorteTangible Personal Property, the Greenhill Park Tangible Personal Property, theCamelback Lakes Tangible Personal Property, the Hackberry View TangiblePersonal 

 

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Property, theParkway Centre III Tangible Personal Property and the Hampton Court TangiblePersonal Property are referred to herein collectively as the “**Tangible Personal Property**.” The Sheridan Center Intangible Personal Property, the ArrowheadFountains Intangible Personal Property, the Kellogg Building IntangiblePersonal Property, the Parkway Centre III Intangible Personal Property, theCenterra Intangible Personal Property, the Southwest Gas Building IntangiblePersonal Property; the Scottsdale Norte Intangible Personal Property, theGreenhill Park Intangible Personal Property, the Camelback Lakes IntangiblePersonal Property, the Hackberry View Intangible Personal Property, the ParkwayCentre III Intangible Personal Property and the Hampton Court IntangiblePersonal Property are referred to herein collectively as the “**Intangible Personal Property**.”  The Sheridan Center License Agreements, theArrowhead Fountains License Agreements, the Kellogg Building LicenseAgreements, the Parkway Centre III License Agreements, the Centerra LicenseAgreements, the Southwest Gas Building License Agreements; the Scottsdale NorteLicense Agreements, the Greenhill Park License Agreements, the Camelback LakesLicense Agreements, the Hackberry View License Agreements, the Parkway CentreIII License Agreements and the Hampton Court License Agreements are referred toherein collectively as the “**License Agreements**.”

 

# **ARTICLE 3. Earnest Money**

# ** **

## **3.1          Depositand Investment of Earnest Money**. Concurrently with theexecution of this Agreement by Purchaser, Purchaser shall deposit, in cash orimmediately available funds, the Portfolio Earnest Money with Seller and theremainder of the Earnest Money with Escrow Agent. Seller shall hold thePortfolio Earnest Money and apply such funds in accordance with the terms setforth in this Agreement. All interest earned on the Earnest Money (other thanthe Portfolio Earnest Money) shall be deemed to be part of the Earnest Moneyfor all purposes hereunder. All deposits of the Portfolio Earnest Money shallbe deemed fully earned by Seller and non-refundable to Purchaser immediatelyupon deposit, except that Seller shall be obligated to refund the PortfolioEarnest Money within ten (10) business days following the applicabletermination (or applicable portion thereof) to Purchaser if Seller is inmaterial default of its obligation to transfer an applicable parcel toPurchaser, or this Agreement expressly provides for the Earnest Money to berefunded to Purchaser, including the refunds contemplated in Sections 4.3,6.2, 6.3, 7.2, 10.2 and 12.17. The applicable allocated portion of theEarnest Money set forth in Schedule 2 shall be refunded to Purchaser ifthe close of escrow for such applicable parcel fails to occur due to Seller’sdefault hereunder or this Agreement otherwise expressly provides for theEarnest Money to be refunded to Purchaser, including the refunds contemplatedin Sections 4.3, 6.2, 6.3, 7.2, 10.2 and 12.17.

##  

## **3.2          [Intentionallyomitted].**

##  

## **3.3          Form;Failure to Deposit**. Each deposit of the Earnest Money shallbe in the form of a certified or cashier’s check or the wire transfer to Selleror Escrow Agent (as applicable) of immediately available U.S. federal funds. IfPurchaser fails to timely deposit any portion of the Earnest Money within thetime periods required, Seller may terminate this Agreement by written notice toPurchaser, in which event the parties hereto 

 

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## shall have nofurther rights or obligations hereunder, except for rights and obligationswhich, by their terms, survive the termination hereof.

##  

## **3.4          Dispositionof Earnest Money**. The applicable portion of the Earnest Moneyset forth in Schedule 2 shall be applied as a credit against eachapplicable portion of the Purchase Price at the Closing for each parcel of theProperty and in addition to the portion of Earnest Money set forth in Schedule2, the Portfolio Earnest Money shall be applied as a credit against theapplicable portion of the Purchase Price at the Closing for the final parcel ofthe Property.

##  

# **ARTICLE 4. Due Diligence**

# ** **

## **4.1          DueDiligence Materials**. Purchaser acknowledges receipt of allitems listed on Exhibit “D” attached hereto (collectively, the “**Property Documents**”).

##  

## **4.2          PropertyReview**. Commencing on the Effective Date and continuing untileach applicable Closing, Purchaser shall have reasonable access to the Propertyat all reasonable times during normal business hours, upon reasonable notice tothe applicable Seller with a representative of the applicable Seller present atthe applicable parcel of the Property, and upon appropriate notice to tenantsas permitted or required under the Leases for such parcel, for the purpose ofconducting reasonably necessary tests, including surveys and architectural,engineering, geotechnical and environmental inspections and tests, providedthat (i) Purchaser must give the applicable Seller twenty-four (24) hours’prior telephone or written notice of any such inspection or test, and withrespect to any intrusive inspection or test (i.e., core sampling) must obtainthe applicable Seller’s prior written consent (which consent may be given,withheld or conditioned in the applicable Seller’s reasonable discretion), and(ii) all such tests shall be conducted by Purchaser in compliance withPurchaser’s responsibilities set forth in Section 4.9 below. Purchasershall bear the cost of all such inspections or tests. Subject to the provisionsof Section 4.7 hereof, Purchaser or Purchaser’s representatives maymeet with any tenant; provided, however, Purchaser must contact the applicableSeller at least twenty-four (24) hours in advance by telephone or fax to informthe applicable Seller of Purchaser’s intended meeting and to allow theapplicable Seller the opportunity to attend such meeting if the applicableSeller desires. Subject to the provisions of Section 4.7 hereof,Purchaser or Purchaser’s representatives may meet with any governmentalauthority for any good faith, reasonable purpose in connection with the transactioncontemplated by this Agreement; provided, however, Purchaser must contact theapplicable Seller at least twenty-four (24) hours in advance by telephone orfax to inform the applicable Seller of Purchaser’s intended meeting and toallow the applicable Seller the opportunity to attend such meeting if theapplicable Seller desires. Notwithstanding the foregoing, each Seller consentsto Purchaser contacting the applicable governmental authorities for purposes ofobtaining a zoning letter for each applicable parcel of the Property.

##  

## **4.3          EstoppelCertificates**. Each Seller shall deliver to Purchaser, nolater than five (5) business days prior to the applicable Closing Date, tenantestoppel 

 

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## certificates datedno earlier than sixty (60) days prior to the applicable Closing Date for noless than seventy-five percent (75%) of the gross base rentals payable bytenants in the building located on such Seller’s portion of the Property (andspecifically excluding all payments made by tenants for operating expenses,taxes and insurance and all payments chargeable only to specific tenants, suchas after-hours HVAC reimbursement charges or separately metered or submeteredutilities), which shall in all events include one hundred percent (100%) of alltenants leasing more than 10,000 square feet of the net rentable area in thebuilding located on such Seller’s portion of the Property, each in the form of Exhibit ”F-1”attached hereto (for the Sheridan Center Property); the form of Exhibit “F-2”attached hereto (for the Arrowhead Fountains Property); the form of Exhibit “F-3”attached hereto (for the Kellogg Building Property); the form of Exhibit “F-4”attached hereto (for the Parkway Centre II Property); the form of Exhibit “F-5”attached hereto (for the Centerra Property); the form of Exhibit “F-6”attached hereto (for the Southwest Gas Building Property); the form of Exhibit“F-7” attached hereto (for the Scottsdale Norte Property); the form of Exhibit“F-8” attached hereto (for the Greenhill Park Property); the form of Exhibit“F-9” attached hereto (for the Camelback Lakes Property); the form of Exhibit“F-10” attached hereto (for the Hackberry View Property); the form of Exhibit“F-11” attached hereto (for the Parkway Centre III); the form of Exhibit“F-12” attached hereto (for the Hampton Court Property); or such other formas provided in the Leases for such portion of the Property (“**Tenant Estoppel Certificates**”). Notwithstanding theforegoing, so long as Purchaser has received and approved Estoppel Certificatesfrom a minimum of seventy five percent (75%) in the aggregate of the grossrentals payable by tenants from all properties that have closed or are about toclose, then for any one parcel, Purchaser shall close upon receipt, andapproval of Estoppel Certificates from a minimum of sixty-five percent (65%) ofthe gross base rentals for such parcel. In the event (i) Seller is unable toobtain such Tenant Estoppel Certificates, (ii) Purchaser is not satisfied, inPurchaser’s sole and absolute discretion, with the number of Tenant EstoppelCertificates delivered for the applicable portion of the Property with respectto all Parcels of the Property, or (iii) the form or content of any such TenantEstoppel Certificate for the applicable portion of the Property, in Purchaser’sreasonable judgment, materially differs from that set forth at the appropriate Exhibit“F” or provided for in the Lease pertaining to such Estoppel Certificate,Purchaser may elect either to terminate this Agreement with respect to theapplicable portion of the Property or proceed to Closing for the applicableportion of the Property as provided for in Section 7.2 of thisAgreement (it being agreed that if any such termination requires the terminationof another property due to the cross-collaterlization of the loan, thetermination shall be applicable to all such parcels). Purchaser agrees that itshall not exercise a termination right for insufficient Estoppel Certificatesso long as the parties are working in good faith to receive the missingEstoppel Certificates; provided that in no event will a particular Closing bestayed by more than sixty (60) days for a deficiency in the requisite number ofEstoppel Certificates. If this Agreement is terminated with respect to one ormore parcels of the Property, this Agreement shall nonetheless remain in fullforce and effect for the remainder of the Property. Seller shall not beobligated to expend any funds in connection with obtaining any such approvedTenant Estoppel Certificates, and the failure of any Seller to obtain any suchTenant Estoppel Certificates shall not be a breach or default hereunder so longas each Seller makes good faith efforts 

 

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## to obtain them;provided, however, that if Purchaser terminates this Agreement with respect toa parcel or parcels of the Property due to Seller’s failure to deliver therequisite percentage of approved Tenant Estoppel Certificates, as providedabove, the portion of the Earnest Money applicable to the Property for whichPurchaser has terminated this Agreement, as set forth in Schedule 2 andthe portion of the Portfolio Earnest Money applicable to that parcel or parcels(which amount shall be the same as set forth in Schedule 2) shall berefunded to Purchaser. Notwithstanding the foregoing, if Purchaser has receivedand approved Estoppel Certificates from tenants representing at least sixtyfive percent (65%) of the gross base rentals of an applicable parcel (but theaggregate number of Estoppel Certificates received and approved for all parcelsthat have closed or about to close is less than seventy five percent (75%) ofthe gross base rentals for such properties), then portion of the Earnest Moneyand Portfolio Earnest Money applicable to the parcel for which Purchaser hasterminated shall be retained by Escrow Agent and Seller, as applicable, untilthe final Closing occurs, at which time either, (i) the applicable portion ofEarnest Money and Portfolio Earnest Money shall be refunded to Purchaser if thenumber of Estoppel Certificates that Purchaser has received and approved forall parcels which have closed or are about to close is less than seventy fivepercent (75%) of the gross base rentals for all such parcels; or (ii) Purchasershall proceed to close escrow for such parcel for which it previouslyterminated and have the applicable portion of the Earnest Money and PortfolioEarnest Money applied to the Purchase Price for such parcel. For purposes ofdetermining the percentage of Tenant Estoppel Certificates delivered, onlythose Tenant Estoppel Certificates delivered on or before Purchaser exercises atermination right with respect to any parcel of the Property shall be includedfor that parcel of the Property. Seller and Purchaser shall use good faithefforts to resolve any failure to deliver the requisite percentage of TenantEstoppel Certificates for each parcel of the Property, including withoutlimitation a commercially reasonable extension (not to exceed thirty (30) days)of the Closing Date for any affected parcel of the Property.

##  

## **4.4          DueDiligence/Termination Right**. Purchaser acknowledges that ithas received or had access to all Property Documents and conducted allinspections and tests of the Property that it considers necessary or important.Purchaser hereby accepts the condition of the Property as suitable for itspurposes and agrees that Purchaser has no right to terminate this Agreement dueto the condition of the Property except as specifically set forth herein.

##  

## **4.5          Returnof Documents and Reports**. If this Agreement terminates withrespect to any portion of the Property for any reason other than Seller’sdefault hereunder, Purchaser shall promptly return and/or deliver to Seller allProperty Documents with respect to the applicable portion of the Property andcopies thereof. Additionally, if this Agreement terminates for any reason otherthan Seller’s default with respect to any portion of the Property, thenPurchaser must deliver to Seller, upon Seller’s request and at Seller’s solecost and expense, copies of all third party reports, investigations andstudies, other than economic analyses with respect to the applicable portion ofthe Property (collectively, the “**Reports**” and,individually, a “**Report**”) prepared for Purchaser inconnection with its due diligence review of the applicable portion of theProperty. The 

 

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## Reports shall bedelivered to Seller without any representation or warranty as to thecompleteness or accuracy of the Reports or any other matter relating thereto,and Seller shall have no right to rely on any Report without the writtenconsent of the party preparing same. Purchaser’s obligation to deliver theProperty Documents and the Reports to Seller shall survive the termination ofthis Agreement.

##  

## **4.6          ServiceContracts**. Concurrently with the execution and deliveryhereof, Purchaser will advise Seller in writing of which Service Contracts itwill assume for the Greenhill Park Property, and on or before July 31, 2006,Purchaser will advise Seller in writing of which Service Contracts it willassume for each other portion of the Property and for which Service ContractsPurchaser requests that Seller deliver written termination at or prior to theapplicable Closing. Seller shall deliver at each Closing notices of terminationof all applicable Service Contracts that are not so assumed; provided thatSeller shall use good faith efforts to work with Purchaser to terminate, as ofthe applicable Closing Date, any Service Contracts that Purchaser has notelected to assume. Purchaser must assume the obligations arising and accruingfrom and after the applicable Closing Date under those Service Contracts thatPurchaser has agreed to assume.

##  

## **4.7          ProprietaryInformation; Confidentiality**. Purchaser acknowledges that theProperty Documents are proprietary and confidential and have been delivered toPurchaser solely to assist Purchaser in determining the feasibility ofpurchasing the Property. Purchaser shall not use the Property Documents for anypurpose other than as set forth in the preceding sentence. Purchaser shall notdisclose the contents to any person other than to those persons who areresponsible for determining the feasibility of Purchaser’s acquisition of theProperty and who have agreed to preserve the confidentiality of suchinformation as required hereby, including, without limitation, Purchaser’sattorneys, accountants, agents, consultants, partners, shareholders andlenders, or as otherwise may be required by law, rule, regulation or courtorder (collectively, “**Permitted Outside Parties**”).Purchaser shall not divulge the contents of the Property Documents and otherinformation except in strict accordance with the confidentiality standards setforth in this Section 4.7. In permitting Purchaser to review theProperty Documents or any other information, Seller has not waived anyprivilege or claim of confidentiality with respect thereto, and no third partybenefits or relationships of any kind, either express or implied, have beenoffered, intended or created.

##  

## **4.8          LimitedRepresentation and Warranty by Seller**. Purchaser acknowledgesthat, except as expressly set forth in this Agreement, Seller has not made anddoes not make any warranty or representation regarding the truth, accuracy orcompleteness of the Property Documents or the source(s) thereof. Purchaserfurther acknowledges that some if not all of the Property Documents wereprepared by third parties other than Seller. Except as otherwise expresslyprovided in this Agreement, Seller expressly disclaims any and all liabilityfor representations or warranties, express or implied, statements of fact andother matters contained in such information, or for omissions from the PropertyDocuments, or in any other written or oral communications transmitted or madeavailable to Purchaser. Except as otherwise expressly provided in thisAgreement, Purchaser shall rely solely upon its own investigation with respectto the 

 

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## Property,including, without limitation, the Property’s physical, environmental oreconomic condition, compliance or lack of compliance with any ordinance, order,permit or regulation or any other attribute or matter relating thereto. Sellerhas not undertaken any independent investigation as to the truth, accuracy orcompleteness of the Property Documents and is providing the Property Documentssolely as an accommodation to Purchaser.

##  

## **4.9          Purchaser’sResponsibilities**. In conducting any inspections,investigations or tests of the Property and/or Property Documents, Purchaserand its agents and representatives shall: (i) not unreasonably disturb the tenants or materially interferewith their use of the Property pursuant to their respective Leases;(ii) not materially interfere with the operation and maintenance of theProperty; (iii) not damage any part of the Property or any personalproperty owned or held by any tenant or any third party; (iv) not injure orotherwise cause bodily harm to Seller, or its agents, guests, invitees,contractors and employees or any tenants or their guests or invitees;(v) comply with all applicable laws; (vi) promptly pay when due thecosts of all tests, investigations, and examinations done by or at Purchaser’sdirection with regard to the Property; (vii) not permit any liens toattach to the Real Property by reason of the exercise of its rights hereunder;(viii) repair any damage to the Real Property resulting directly orindirectly from any such inspection or tests; and (ix) not reveal ordisclose prior to Closing any information concerning the Property and theProperty Documents to anyone other than the Permitted Outside Parties, inaccordance with the confidentiality standards set forth in Section 4.7above, or except as may be otherwise required by law, rule, regulation or courtorder.

##  

## **4.10        Purchaser’sAgreement to Indemnify**. Purchaser indemnifies and holdsSeller harmless from and against any and all liens, claims, causes of action,damages, liabilities and expenses (including reasonable attorneys’ fees)arising out of Purchaser’s inspections or tests permitted under this Agreementor any violation of the provisions of Sections 4.2, 4.7 and 4.9;provided, however, the indemnity shall not extend to protect Seller from any(i) pre-existing liabilities for matters merely discovered by Purchaser (*e.g.*, latent environmental contamination) so long asPurchaser’s actions do not materially aggravate any pre-existing liability ofSeller, (ii) any liabilities arising as a result of the willful misconduct ornegligence of Seller, its agents, representatives or employees, or (iii) anydisclosures required to be made by applicable law, rule, regulation or courtorder. Notwithstanding the foregoing, in no event will Purchaser be liable forany special or consequential damages, including, without limitation, loss ofprofits or loss of business. Purchaser’s obligations under this Section 4.10shall survive the termination of this Agreement and shall survive the Closing.

##  

# **ARTICLE 5. Title andSurvey**

# ** **

## **5.1          TitleCommitment**. Seller has caused to be delivered to Purchaser:(i) a current commitment for title insurance or preliminary title report(the “**Title Commitment**”) issued by the TitleCompany, in the amount of the applicable Purchase Price for each parcel of theProperty and for the issuance of an ALTA Owner Policy of 

 

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## Title Insurance(for the parcels of the Property located in Arizona or Colorado) and a TLTAOwner Policy of Title Insurance (Form T-1) (for the parcels of the Propertylocated in Texas), with Purchaser as the proposed insured, and (ii) copiesof all documents of record referred to in each Title Commitment as exceptionsto title to the applicable parcel of the Property.

##  

## **5.2          UpdatedSurvey.**Each Seller has provided an existing as-built survey(“**Survey**”) of the Real Property andImprovements for the parcel of the Property owned by such Seller. Purchaser mayelect to obtain a new survey or revise, modify, or re-certify the Survey tootherwise satisfy Purchaser’s objectives.

##  

## **5.3          Titleand Survey Review**. Purchaser has reviewed title to eachparcel of the Property as disclosed by the applicable Title Commitment and theapplicable Survey, and Purchaser has made objections thereto in writing toSeller which have either been resolved to Purchaser’s satisfaction or waived byPurchaser. Seller has no obligation to cure title objections except liens of anascertainable monetary amount created by, under or through Seller, which liensSeller shall cause to be released at or prior to Closing (with Seller havingthe right to apply the Purchase Price or a portion thereof for such purpose),and Seller shall deliver the Property free and clear of any such liens (withthe exception of the liens encumbering the applicable portion of the Propertyand securing the repayment of any Existing Loan for such Property that isassumed by Purchaser). Seller further agrees to remove any exceptions orencumbrances to title which are voluntarily created by, under or through Sellerafter the Effective Date without Purchaser’s consent. Seller agrees to providethe Title Company with all documents reasonably requested by the Title Companyto evidence the authority of the signatory of Seller and such otherdocumentation required to issue a Title Policy in the applicable jurisdictionin which the applicable parcel of the Property is located. The term “**Permitted Exceptions**” for each parcel of the Property shallmean: the specific exceptions (excluding standard exceptions that are part ofthe promulgated title insurance form for the Title Policy for each parcel ofthe Property) in the Title Commitment for each parcel of the Property thatSeller is not required to remove as provided above or has not otherwise agreedto remove; matters created by, through or under Purchaser; items shown on theSurvey for each parcel of the Property which the applicable surveyor has notagreed to remove; the liens encumbering the Property and securing the repaymentof any Existing Loan for each parcel of the Property, if applicable; realestate taxes for the year in which the Closing occurs which are not yet due andpayable; rights of tenants under the Leases for each parcel of the Property;rights of tenants or licensees under License Agreements for each parcel of theProperty; and any licensees under any Service Contracts for each parcel of theProperty (approved by Purchaser) not terminated as of Closing.

##  

## **5.4          Deliveryof Title Policy at Closing**. In the event that the TitleCompany does not issue at the Closing for a parcel of the Property, orunconditionally commit at such Closing to issue, to Purchaser, an owner’s titlepolicy in accordance with the Title Commitment, insuring Purchaser’s title tothe applicable parcel of the Property in the amount of the applicable portionof the Purchase Price, subject only to the standard exceptions and exclusionsfrom coverage contained in such policy and the Permitted 

 

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## Exceptions withrespect to such parcel of the Property (the “**Title Policy**”),Purchaser shall have the right to terminate this Agreement with respect to suchparcel of the Property, in which case the parties hereto shall have no furtherrights or obligations with respect to such parcel of the Property, other thanthose that by their terms survive the termination of this Agreement; provided,however, that if Title Company cannot issue the Title Policy for the applicableparcel due to Seller’s failure to comply with its covenants set forth in Section5.3 above, then the applicable portion of the Earnest Money set forth in Schedule2 shall be refunded to Purchaser by Escrow Agent, and Seller shall promptlyrefund the same sum to Purchaser from the Portfolio Earnest Money.

##  

# **ARTICLE 6. Operationsand Risk of Loss**

# ** **

## **6.1          OngoingOperations**. From the Effective Date through Closing:

##  

### **6.1.1       Leases,Service Contracts and License Agreements**. Each Seller willtimely perform its material obligations under the Leases, Service Contracts andLicense Agreements for such Seller’s portion of the Property.

###  

### **6.1.2       NewContracts**. Except as provided in Subsection 6.1.3,no Seller will enter into any contract that will be an obligation affectingsuch Seller’s portion of the Property subsequent to the Closing, exceptcontracts entered into in the ordinary course of business that are terminablewithout cause and without the payment of any termination penalty on not morethan thirty (30) days’ prior notice.

###  

### **6.1.3       Maintenanceof Improvements; Removal of Personal Property**. Subject to Sections 6.2and 6.3, each Seller shall maintain all Improvements located on such Seller’sportion of the Property substantially in their present condition (ordinary wearand tear and casualty excepted) and in a manner consistent with such Seller’smaintenance of the Improvements located on such Seller’s portion of theProperty during such Seller’s period of ownership. No Seller will remove anyTangible Personal Property located on such Seller’s portion of the Propertyexcept as may be required for necessary repair or replacement, and replacementshall be of substantially similar quality and quantity as the removed item ofTangible Personal Property.

###  

#### (a)       **Leasing; License Agreements**. No Seller will amend orterminate any existing Lease or License Agreement pertaining to such Seller’sportion of the Property or enter into any new Lease or new License Agreementpertaining to such Seller’s portion of the Property without providing Purchaser(i) all relevant supporting documentation, as reasonably determined bysuch Seller, including, without limitation, tenant financial information to theextent in such Seller’s possession, and (ii) unless the new Lease oramendment to existing Lease is for a month-to-month tenancy, such Seller’srequest for Purchaser’s approval. Purchaser agrees to give such Seller writtennotice of approval or disapproval of a proposed amendment or termination of aLease or License Agreement or new Lease or new License Agreement within five(5) business days after Purchaser’s receipt of the items in (i)and (ii) of this Subsection 6.1.4. If Purchaser does notrespond to such Seller’s request within such time period, 

 

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#### then Purchaserwill be deemed to have approved such amendment, termination or new Lease or newLicense Agreement. With respect to a request for approval delivered by anySeller to Purchaser at any time following five (5) business days prior to theEffective Date, Purchaser may withhold its consent at its sole discretion, andsuch Seller may not amend or terminate a Lease or License Agreement pertainingto such Seller’s portion of the Property or enter into a new Lease or newLicense Agreement pertaining to such Seller’s portion of the Property withoutPurchaser’s written consent, other than for a month-to-month tenancy.

####  

## **6.2          Damage**.If prior to any Closing any portion of the applicable Property is damaged byfire or other casualty, the applicable Seller shall estimate the cost to repairand the time required to complete repairs and will provide Purchaser writtennotice of such Seller’s estimation (the “**Casualty Notice**”)as soon as reasonably possible after the occurrence of the casualty.

##  

### **6.2.1       Material**.In the event of any Material Damage to or destruction of the applicable portionof the Property or any portion thereof prior to Closing, Seller and Purchasershall negotiate in good faith for a period of sixty (60) days followingPurchaser’s receipt of the Casualty Notice (the “**Negotiation Period**”) to determine a feasible manner to proceedto Closing for the applicable portion of the Property, and if such agreementcannot be reached, Purchaser may, at its option, terminate this Agreement withrespect to the applicable portion of the Property by delivering written noticeto such Seller on or before the expiration of thirty (30) days after theNegotiation Period (and if necessary, the Closing Date shall be extended forsuch applicable portion of the Property to give the parties the full sixty-dayperiod to make such election and to obtain insurance settlement agreements withsuch Seller’s insurers). Upon any such termination, the parties hereto shall haveno further rights or obligations hereunder with respect to the applicableportion of the Property for which this Agreement has been terminated, otherthan those that by their terms survive the termination of this Agreement; itbeing agreed that the termination of this Agreement with respect to one parcelof the Property for a casualty shall not affect the parties’ obligations withrespect to the remaining balance of the Property. If Purchaser does notterminate this Agreement with respect to the applicable portion of the Propertywithin the period set forth above, then the parties shall proceed under thisAgreement and close on schedule with respect to the applicable portion of theProperty (subject to extension of Closing as provided above), and as of suchClosing the applicable Seller shall assign to Purchaser, without representationor warranty by or recourse against such Seller, all of such Seller’s rights inand to any insurance proceeds (including any rent loss insurance applicable toany period on and after the Closing Date) payable to such Seller as a result ofsuch damage or destruction and Purchaser shall assume full responsibility forall needed repairs, and Purchaser shall receive a credit at Closing for anydeductible amount under such insurance policies or any portion of the MaterialDamage not covered by insurance proceeds. If this Agreement is not terminatedas provided above, Seller shall not adjust, compromise or settle any claimswithout the consent of Purchaser, which consent shall not be unreasonablywithheld, conditioned or delayed. For the purposes of this 

 

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### Agreement, “**Material Damage**” and “**Materially Damaged**”means damage which, in Seller’s reasonable estimation, exceeds five percent(5%) of the applicable portion of the Purchase Price to repair or which willtake longer than ninety (90) days to repair.

###  

### **6.2.2       NotMaterial**. If the applicable portion of the Property is notMaterially Damaged, then neither Purchaser nor Seller shall have the right toterminate this Agreement with respect to such portion of the Property pursuantto this Section 6.2, and the applicable Seller shall, at its option,either (i) repair the damage before the Closing in a manner reasonablysatisfactory to Purchaser, or (ii) credit Purchaser at Closing 105% of thereasonable estimated cost to complete the repair (in which case the applicableSeller shall retain all insurance proceeds and Purchaser shall assume fullresponsibility for all needed repairs).

###  

## **6.3          Condemnation**.If proceedings in eminent domain are instituted with respect to the Property orany portion thereof, Purchaser may, at its option, by written notice to theapplicable Seller given within thirty (30) days after such Seller notifiesPurchaser of such proceedings (and if necessary the Closing Date shall beautomatically extended to give Purchaser the full thirty-day period to makesuch election), either: (i) terminate this Agreement with respect to the applicable portionof the Property following the expiration of a sixty (60) day period followingreceipt of such election in which Seller shall have the opportunity to cure orremediate the effect of the condemnation to Purchaser’s reasonablesatisfaction), in which case the parties hereto shall have no further rights orobligations with respect to the applicable portion of the Property, other thanthose that by their terms survive the termination of this Agreement, it beingagreed that the parties’ obligations with respect to the remaining balance ofthe Property shall remain in full force and effect, or (ii) proceed underthis Agreement, in which event the applicable Seller shall, at the Closing,assign to Purchaser its entire right, title and interest in and to anycondemnation award, and Purchaser shall have the sole right after the Closingto negotiate and otherwise deal with the condemning authority in respect ofsuch matter. If Purchaser does not give the applicable Seller written notice ofits election within the time required above, then Purchaser shall be deemed tohave elected option (i) above. During the term of this Agreement, Sellershall not adjust compromise or settle any claims without the consent ofPurchaser, which consent shall not be unreasonably withheld, conditioned ordelayed.

##  

## **6.4          Dispositionof Earnest Money Upon Casualty or Condemnation**. If Purchaserterminates this Agreement with respect to any parcel of the Property pursuantto either Section 6.2 or Section 6.3, then the applicable portionof the Earnest Money set forth in Schedule 2 shall be refunded toPurchaser by Escrow Agent, and Seller shall promptly refund the same sum toPurchaser from the Portfolio Earnest Money.

##  

# **ARTICLE 7. Closing**

# ** **

## **7.1          Closing.**The consummation of the transactions contemplated herein(each, a “**Closing**”) shall occur on the applicableClosing Date at the offices of Escrow Agent (or such other location as may bemutually agreed upon by the applicable Seller 

 

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## and Purchaser). Fundsshall be deposited into and held by Escrow Agent in a closing escrow accountwith a bank satisfactory to Purchaser and the applicable Seller. Uponsatisfaction or completion of all closing conditions and deliveries, theparties shall direct Escrow Agent to immediately record and deliver the closingdocuments to the appropriate parties (with the original recorded deedsdelivered to Purchaser’s counsel following receipt of each recorded document)and make disbursements according to the closing statements executed by theapplicable Seller and Purchaser.

##  

## **7.2          Conditionsto Parties’ Obligation to Close.**In addition to all otherconditions set forth herein, the obligation of the applicable Seller, on theone hand, and Purchaser, on the other hand, to consummate the transactionscontemplated hereunder are conditioned upon the following:

##  

### **7.2.1       Representationsand Warranties.**The other party’s representations andwarranties contained herein shall be true and correct in all material respectsas of the date of this Agreement and the Closing Date;

###  

### **7.2.2       Deliveries**.As of the Closing Date, the other party shall have tendered all deliveries tobe made at Closing; and

###  

### **7.2.3       Actions,Suits, etc**. There shall exist no pending or threatenedactions, suits, arbitrations, claims, attachments, proceedings, assignments forthe benefit of creditors, insolvency, bankruptcy, reorganization or otherproceedings, against the other party that would materially and adversely affectthe operation or value of the applicable portion of the Property or the otherparty’s ability to perform its obligations under this Agreement.

###  

So long as aparty is not in default hereunder, if any condition to such party’s obligationto proceed with an applicable Closing hereunder has not been satisfied as ofthe applicable Closing Date (or such earlier date as is provided herein), suchparty may, in its sole discretion, terminate this Agreement with respect to theapplicable portion of the Property by delivering written notice to the otherparty on or before the Closing Date (or such earlier date as is providedherein), or elect to close (or to permit any such earlier termination deadlineto pass) notwithstanding the non-satisfaction of such condition, in which eventsuch party shall be deemed to have waived any such condition. In the event suchparty elects to close (or to permit any such earlier termination deadline topass), notwithstanding the non-satisfaction of such condition, said party shallbe deemed to have waived said condition, and there shall be no liability on thepart of any other party hereto for breaches of representations and warrantiesof which the party electing to close had knowledge at the Closing. Notwithstandinganything to the contrary set forth above, if an applicable Closing fails tooccur due to Seller’s default hereunder or the failure of a condition toClosing set forth in Section 7.2 above, the applicable portion of theEarnest Money, as set forth in Schedule 2, shall (subject to Section4.3) be refunded to Purchaser, and Seller shall refund the same amount toPurchaser from the Portfolio Earnest Money.

 

## **7.3          Seller’sDeliveries in Escrow**. As of or prior to the applicableClosing Date, the applicable Seller shall deliver in escrow to Escrow Agent thefollowing:

 

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### **7.3.1       Deed**.A special warranty deed in the form attached hereto as Exhibit “B-1”(for Texas properties), Exhibit “B-2” (for Colorado properties) or Exhibit“B-3” (for Arizona properties) in form acceptable for recordation under thelaw of the state where the applicable portion of the Property is located andrestating (in summary form) the provisions of Article 11 hereof andincluding a list of Permitted Exceptions for such portion of the Property towhich the conveyance shall be subject, executed and acknowledged by theapplicable Seller, conveying to Purchaser the applicable portion of the RealProperty (each, a “**Deed**”);

###  

### **7.3.2       Billof Sale, Assignment and Assumption**. A Bill of Sale,Assignment and Assumption of Leases and Contracts in the form of Exhibit ”C”attached hereto (the “**Assignment**”),executed and acknowledged by the applicable Seller, vesting in Purchaser theproperty described therein free of any claims, except for the PermittedExceptions to the extent applicable;

###  

### **7.3.3       Conveyancingor Transfer Tax Forms or Returns**. Such conveyancing ortransfer tax forms or returns, if any (including, for Arizona properties, anaffidavit of property value executed and acknowledged by the applicable Selleror its agent), as are required to be delivered or signed by the applicableSeller by applicable state and local law in connection with the conveyance ofreal property;

###  

### **7.3.4       FIRPTA**.A Foreign Investment in Real Property Tax Act affidavit executed by theapplicable Seller;

###  

### **7.3.5       Authority**.Evidence of the existence, organization and authority of the applicable Sellerand of the authority of the persons executing documents on behalf of theapplicable Seller reasonably satisfactory to Purchaser and the underwriter forthe applicable Title Policy;

###  

### **7.3.6       CertifiedRent Roll**. A current Rent Roll for the applicable portion ofthe Property, certified by the applicable Seller to be true and correct in allmaterial respects as of the Closing Date.

###  

### **7.3.7       AdditionalDocuments**. Any additional documents that Purchaser, EscrowAgent or the Title Company may reasonably require for the proper consummationof the transaction contemplated by this Agreement (provided, however, no suchadditional document shall expand any obligation, covenant, representation orwarranty of the applicable Seller or result in any new or additionalobligation, covenant, representation or warranty of the applicable Seller underthis Agreement beyond those expressly set forth in this Agreement); and

###  

### **7.3.8       TenantEstoppel Certificates**. To the extent in Seller’s possessionand not previously delivered to Purchaser, the original Tenant EstoppelCertificates in the form and content provided in Section 4.3.

 

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### **7.3.9       LoanAssumption Documents**. Such documents as may be reasonablyrequired by the applicable Lender for Purchaser to be able to assume theapplicable Existing Loan consistent with the provisions set forth in Section12.17 below;

###  

## **7.4          Purchaser’sDeliveries in Escrow**. As of or prior to the Closing Date,Purchaser shall deliver in escrow to Escrow Agent the following:

##  

### **7.4.1       Billof Sale, Assignment and Assumption**. The Assignment, executedand acknowledged by Purchaser;

###  

### **7.4.2       Conveyancingor Transfer Tax Forms or Returns**. Such conveyancing ortransfer tax forms or returns, if any (including, for Arizona properties, anaffidavit of property value executed and acknowledged by Purchaser or itsagent, and for Colorado properties, a Real Property Transfer Declarationexecuted by Purchaser), as are required to be delivered or signed by Purchaserby applicable state and local law in connection with the conveyance of realproperty; and

###  

### **7.4.3       AdditionalDocuments**. Any additional documents that the applicableSeller, Escrow Agent or the Title Company may reasonably require for the properconsummation of the transaction contemplated by this Agreement (provided,however, no such additional document shall expand any obligation, covenant,representation or warranty of Purchaser or result in any new or additionalobligation, covenant, representation or warranty of Purchaser under thisAgreement beyond those expressly set forth in this Agreement).

###  

### **7.4.4       Authority**.Evidence of the existence, organization, and authority of Purchaser and of theauthority of the persons executing documents on behalf of Purchaser reasonablysatisfactory to the applicable Seller.

###  

### **7.4.5       LoanAssumption Documents**. Such documents as may be reasonablyrequired by the applicable Lender to evidence Purchaser’s assumption of theapplicable Existing Loan consistent with the provisions set forth in Section12.17 below;

###  

## **7.5          ClosingStatements**. As of or prior to the Closing Date, theapplicable Seller and Purchaser shall deposit with Escrow Agent executedclosing statements consistent with this Agreement in the form required byEscrow Agent.

##  

## **7.6          PurchasePrice**. At or before 1:00 p.m. local time on each ClosingDate, Purchaser shall deliver to Escrow Agent the applicable portion of thePurchase Price as follows: (a) for any parcel subject to an Existing Loan,Purchaser shall assume the unpaid principal balance of and accrued and unpaidinterest (as determined by the applicable Lender) under that applicable notemore particularly described on Exhibit “H” attached hereto, (b)Purchaser’s payment of cash or current funds in an amount equal to (i) thePurchase Price plus, if applicable, the processing fee charged by theapplicable Lender in connection with the proposed assumption of the ExistingLoan (the “**Processing Fee**”) minus (ii) theapplicable portion of the Earnest Money set forth in Schedule 2 (andupon the final Closing Date, the Portfolio Earnest Money), minus (iii) theOutstanding Balance 

 

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## of the applicableNote as of the Closing Date, subject to such adjustments and prorations as setforth herein, in immediate, same day U.S. federal funds wired for credit intoEscrow Agent’s escrow account, which funds must be delivered in a manner topermit Escrow Agent to deliver good funds to the applicable Seller on theClosing Date (and, if requested by the applicable Seller, by wire transfer). Ifany Existing Lender requires payment of the Processing Fee prior to the ClosingDate, then Purchaser shall pay such fee directly to such Existing Lender promptlyupon receipt of request therefor or, if such Existing Lender will only acceptpayment from Seller, will pay such fee directly to Seller promptly upon receiptof request therefor, and Seller will then forward such payment promptly to suchExisting Lender.

##  

## **7.7          Possession**.The applicable Seller shall deliver possession of the applicable portion of theProperty to Purchaser at the Closing subject only to the applicable PermittedExceptions and Tenants in possession.

##  

## **7.8          Deliveryof Books and Records**. After the Closing, each Seller shalldeliver to the offices of Purchaser’s property manager or to the applicableReal Property, to the extent in Seller’s or its property manager’s possessionor control, original copies of the following: all files for the applicableLeases, including amendments, guaranties, letter agreements and assignmentswhich are then in effect, and correspondence to and from the tenants(collectively, the “**Lease Files**”);the applicable License Agreements; maintenance records and warranties; plansand specifications; licenses, permits and certificates of occupancy; copies ororiginals of all books and records of account, service contracts assumed byPurchaser, and copies of correspondence with tenants and suppliers; receiptsfor deposits, unpaid bills and other papers or documents which pertain to theapplicable Property; all advertising materials; booklets; keys; and otheritems, if any, used in the operation of the applicable Property. Purchaseragrees to allow such Seller commercially reasonable access to all suchmaterials, and to make copies of same after Closing, for all lawful purposesfor a period of three (3) years following the Closing Date, including thepreparation of tax returns by such Seller and for supporting documentation, ifneeded.

##  

## **7.9          Noticeto Tenants**. The applicable Seller and Purchaser shall eachexecute, and Purchaser shall deliver to each tenant immediately after theClosing, a notice regarding the sale in substantially the form of Exhibit ”E”attached hereto, or such other form as may be required by applicable state law.This obligation on the part of Purchaser shall survive the Closing.

##  

# **ARTICLE 8. Prorations,Deposits, Commissions**

# ** **

## **8.1          Prorations**.At each Closing, the following items shall be prorated as of the date of suchClosing with all items of income and expense for the applicable portion of theProperty being borne by Purchaser from and after (but including) the date ofClosing:  Tenant Receivables (definedbelow) and other income and rents that have been collected by the applicableSeller as of Closing; fees and assessments; prepaid expenses and obligationsunder the applicable Service Contracts assumed by Purchaser; accrued 

 

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## operatingexpenses; real and personal ad valorem taxes (“**Taxes**”);and any assessments by private covenant for the then-current calendar year ofClosing. Specifically, the following shall apply to such prorations and to post-Closingcollections of Tenant Receivables:

##  

### **8.1.1       Taxes**.If Taxes for the year of Closing are not known or cannot be reasonablyestimated, Taxes shall be prorated based on Taxes for the year prior to Closing.Any additional Taxes relating to the year of Closing or prior years arising outof a change in the use of the applicable Real Property or a change in ownershipshall be paid by the applicable Seller when due and payable, and the applicableSeller shall indemnify Purchaser from and against any and all such Taxes, whichindemnification obligation shall survive the Closing.

###  

### **8.1.2       Utilities**.Purchaser shall take all steps necessary to effectuate the transfer of allutilities to its name as of the Closing Date, and where necessary, postdeposits with the utility companies. The applicable Seller shall ensure that allutility meters are read as of the Closing Date. The applicable Seller shall beentitled to recover any and all deposits held by any utility company as of theapplicable Closing Date. The parties will reasonably cooperate with each otherin connection with the transfer of utilities to continue all utility service tothe Property.

###  

### **8.1.3       TenantReceivables**. Rents due from tenants under the applicableLeases and from tenants or licensees under the applicable License Agreementsand operating expenses and/or taxes (including, without limitation, rentaltaxes in Arizona) payable by tenants under the applicable Leases (collectively,“**Tenant Receivables**”) and not collectedby the applicable Seller as of Closing shall not be prorated between suchSeller and Purchaser at Closing but shall be apportioned on the basis of theperiod for which the same is payable and if, as and when collected, as follows:

###  

#### (a)       TenantReceivables and other income received from tenants under Leases and/or tenantsor licensees under License Agreements after the applicable Closing shall beapplied in the following order of priority: (i) first, to TenantReceivables first coming due after the applicable Closing and applicable to theperiod of time after the applicable Closing, which amount shall beretained by Purchaser; (ii) second, to payment of the current TenantReceivables then due for the month in which the Closing Date occurs, whichamount shall be apportioned between Purchaser and such Seller as of the ClosingDate as set forth in Section 8.1 hereof (with the applicable Seller’sportion thereof to be delivered to such Seller); (iii) third, to paymentof Tenant Receivables first coming due after the applicable Closing butapplicable to the period of time before the applicable Closing, including,without limitation, the Tenant Receivables described in Subsection 8.1.3(b)below (collectively, “**Unbilled TenantReceivables**”), which amount shall be delivered to such Seller; and(iv) thereafter, to delinquent Tenant Receivables which were due andpayable as of Closing but not collected by such Seller as of Closing(collectively, “**Uncollected Delinquent Tenant Receivables**”),which amount shall be 

 

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#### delivered to suchSeller. Notwithstanding the foregoing, the applicable Seller shall not have theright to pursue the collection of Uncollected Delinquent Tenant Receivablesafter the applicable Closing, other than to sue tenants no longer in possessionof the premises at the Property for collection. Purchaser shall remit to theapplicable Seller any such sums received by Purchaser to which such Seller isentitled within ten (10) business days after receipt thereof lessreasonable, actual costs and expenses of collection, including reasonable attorneys’fees, court costs and disbursements, if any. Each Seller expressly agrees thatif such Seller receives any amounts after the applicable Closing Date which areattributable, in whole or in part, to any period after the applicable ClosingDate, such Seller shall remit to Purchaser that portion of the monies soreceived by such Seller to which Purchaser is entitled within ten (10)business days after receipt thereof less reasonable, actual costs and expensesof collection, including reasonable attorneys’ fees, court costs anddisbursements, if any. With respect to Unbilled Tenant Receivables, Purchasercovenants and agrees to (A) bill the same when billable and(B) cooperate with the applicable Seller to determine the correct amountof operating expenses and/or taxes due. The provisions of this Subsection 8.1.3(a)shall survive the Closing.

####  

#### (b)       If thefinal reconciliation of operating expenses and/or taxes due under the Leasesshows that a net amount is owed by the applicable Seller to Purchaser, saidamount shall be paid by such Seller to Purchaser within ten (10) businessdays of such final reconciliation under the Leases. If the final reconciliationof operating expenses and/or taxes due under the Leases shows that a net amountis owed by Purchaser to such Seller, Purchaser shall, within ten (10)business days of receipt of such funds from the tenants under the Leases, remitsaid amount to such Seller. Purchaser agrees to receive and hold any moniesreceived on account of such past due expenses and/or taxes for each Seller andto pay same promptly to such Seller as aforesaid. The provisions of this Subsection 8.1.3(b)shall survive the Closing.

####  

## **8.2          LeasingCosts**. Each Seller agrees to pay or discharge at or prior tothe applicable Closing all leasing commissions, costs for tenant improvements,lease buyout costs, moving allowances, design allowances, legal fees and othercosts, expenses and allowances incurred in order to induce a tenant to enterinto a Lease or Lease renewal or extension (collectively, “**LeasingCosts**”) that are due prior to the applicable Closing with respect toLeases and License Agreements in force as of or prior to the Effective Date forthe applicable portion of the Property; provided, however, that Seller shallhave no obligation to pay, and Purchaser shall assume the obligation to pay,all Leasing Costs payable with respect to any option to renew or option toexpand that has not been exercised prior to the Effective Date, whichobligation shall survive the Closing. As of Closing, Purchaser shall assume theapplicable Seller’s obligations for Leasing Costs incurred with respect toLeases and Lease renewals and extensions and License Agreements and LicenseAgreement renewals and extensions executed subsequent to the Effective Date.

 

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## **8.3          ClosingCosts**. Closing costs shall be allocated between each Sellerand Purchaser in accordance with Section 1.2.

##  

## **8.4          FinalAdjustment After Closing**. If final bills are not available orcannot be issued prior to Closing for any item being prorated under Section 8.1,then Purchaser and the applicable Seller agree to allocate such items on a fairand equitable basis as soon as such bills are available, final adjustment to bemade as soon as reasonably possible after the Closing. Payments in connectionwith the final adjustment shall be due within thirty (30) days of deliveryof written notice. All such rights and obligations shall survive the Closing.

##  

## **8.5          Deposits**.All tenant and licensee security deposits collected and not applied by theapplicable Seller shall be transferred or credited to Purchaser at Closing. Asof the Closing, Purchaser shall assume such Seller’s obligations related totenant and licensee security deposits, but only to the extent they are creditedor transferred to Purchaser. During the term of this Agreement, Seller shallnot apply any tenant security deposits without the prior written consent ofPurchaser, which consent shall not be unreasonably withheld, conditioned ordelayed.

##  

## **8.6          Commissions**.Each Seller and Purchaser each represent and warrant to the other that no realestate brokerage commission is payable to any person or entity in connectionwith the transactions contemplated hereby, other than the Seller’s Broker(which commission shall be paid by Seller), and each agrees to and does herebyindemnify and hold the other harmless for, from and against the payment of anycommission to any other person or entity claiming by, through or under eachSeller or Purchaser, as applicable. This indemnification shall extend to anyand all claims, liabilities, costs and expenses (including reasonable attorneys’fees and litigation costs) arising as a result of such claims and shall survivethe applicable Closing.

##  

## **8.7          LoanReserves and Escrows**. For each parcel of the Property that issubject to an Existing Loan, at Closing, the applicable Seller shall assign toPurchaser any loan reserves or escrows held by the applicable Lender inconnection with such Existing Loan, and the applicable Seller shall receive acredit on the settlement statement for the transferred reserves and escrows.

##  

# **ARTICLE 9. Representationsand Warranties**

# ** **

## **9.1          Seller’sRepresentations and Warranties**. Each Seller represents andwarrants to Purchaser that as of the date of Closing:

##  

### **9.1.1       AmeriVestSheridan Center Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Sheridan Center Inc.has been duly organized, is validly existing as a Colorado corporation, and isin good standing in the State of Colorado. AmeriVest Sheridan Center Inc. hasthe full right and authority and has obtained any and all consents required toenter into this Agreement and to consummate or cause to be consummated the 

 

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#### transactionscontemplated hereby. This Agreement has been, and all of the documents to bedelivered by AmeriVest Sheridan Center Inc. at the Closing will be, authorizedand executed and constitute, or will constitute, as appropriate, the valid andbinding obligation of AmeriVest Sheridan Center Inc., enforceable in accordancewith their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Sheridan Center Inc. is a party or, to AmeriVest SheridanCenter Inc.’s knowledge, that is binding on AmeriVest Sheridan Center Inc.which is in conflict with this Agreement, or which challenges or impairsAmeriVest Sheridan Center Inc.’s ability to execute or perform its obligationsunder this Agreement. To AmeriVest Sheridan Center Inc.’s knowledge, there isno action or proceeding or litigation pending or threatened against AmeriVestSheridan Center Inc. or relating to the Sheridan Center Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-1”is a true, correct and complete rent roll in all material respects listing alltenants of the Sheridan Center Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestSheridan Center Inc.’s knowledge, the list and copies of the Sheridan CenterService Contracts and the Sheridan Center License Agreements to be delivered toPurchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVest SheridanCenter Inc.’s knowledge, AmeriVest Sheridan Center Inc. has not received fromany governmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Sheridan Center Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for SheridanCenter or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Sheridan Center Inc.’s Actions**. AmeriVest SheridanCenter Inc. has not deposited or released any Hazardous Materials (as definedbelow) on the Sheridan Center Property in violation of any applicable laws,rule or regulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Sheridan Center Inc.’s current actualknowledge, the Sheridan Center Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Sheridan Center Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Sheridan Center Property:

 

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##### (i)            AmeriVestSheridan Center Inc. has the sole right to collect the rents under the SheridanCenter Leases and the Sheridan Center License Agreements and neither suchright, nor any of the Sheridan Center Leases, nor any of the Sheridan CenterLicense Agreements, have been assigned, pledged, hypothecated, or otherwiseencumbered by AmeriVest Sheridan Center Inc.; and

#####  

##### (ii)           TheSheridan Center Tangible Personal Property and Sheridan Center IntangiblePersonal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Sheridan Center Inc. knows of nolitigation or threatened litigation affecting the Sheridan Center Property orAmeriVest Sheridan Center Inc.’s ability to sell the Sheridan Center Property.

####  

#### (j)        **AmeriVest Sheridan Center Inc.’s Knowledge.**AmeriVestSheridan Center Inc. represents and warrants that Jim Walter and Charles Knightare the persons most knowledgeable with respect to the Sheridan Center Propertyand the representations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Sheridan Center Inc.’sknowledge, AmeriVest Sheridan Center Inc. is not in default under any of theinstruments creating or evidencing the Existing Loan for the Sheridan CenterProperty or the security thereof and, to AmeriVest Sheridan Center Inc.’sknowledge, no event has occurred which, with the passage of time or the giving ofnotice, or both, would constitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theSheridan Center Property, there are no options to purchase the Sheridan CenterProperty or rights of first refusal for the purchase of the Sheridan CenterProperty.

####  

### **9.1.2       AmeriVestArrowhead Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Arrowhead Inc. hasbeen duly organized, is validly existing as an Arizona corporation, and is ingood standing in the State of Arizona. AmeriVest Arrowhead Inc. has the fullright and authority and has obtained any and all consents required to enterinto this Agreement and to consummate or cause to be consummated thetransactions contemplated hereby. This Agreement has been, and all of thedocuments to be delivered by AmeriVest Arrowhead Inc. at the Closing will be,authorized and executed and constitute, or will constitute, as appropriate, thevalid and binding obligation of AmeriVest Arrowhead Inc., enforceable inaccordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Arrowhead Inc. is a party or, to AmeriVest Arrowhead Inc.’sknowledge, that is binding on AmeriVest Arrowhead Inc. which is in conflict 

 

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#### with thisAgreement, or which challenges or impairs AmeriVest Arrowhead Inc.’s ability toexecute or perform its obligations under this Agreement. To AmeriVest ArrowheadInc.’s knowledge, there is no action or proceeding or litigation pending orthreatened against AmeriVest Arrowhead Inc. or relating to the ArrowheadFountains Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-2”is a true, correct and complete rent roll in all material respects listing alltenants of the Arrowhead Fountains Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestArrowhead Inc.’s knowledge, the list and copies of the Arrowhead FountainsService Contracts and Arrowhead Fountains License Agreements to be delivered toPurchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVestArrowhead Inc.’s knowledge, AmeriVest Arrowhead Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Arrowhead Fountains Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for ArrowheadFountains or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Arrowhead Inc.’s Actions**. AmeriVest Arrowhead Inc.has not deposited or released any Hazardous Materials (as defined below) on theArrowhead Fountains Property in violation of any applicable laws, rule orregulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Arrowhead Inc.’s current actualknowledge, the Arrowhead Fountains Property is properly zoned for its currentuse and is free from any use or occupancy restrictions which prevent thecontinued present use of the Arrowhead Fountains Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor Arrowhead Fountains:

####  

##### (i)            AmeriVestArrowhead Inc. has the sole right to collect the rents under the ArrowheadFountains Leases and the Arrowhead Fountains License Agreements and neithersuch right, nor any of the Arrowhead Fountains Leases, nor any of the ArrowheadFountains License Agreements, have been assigned, pledged, hypothecated, orotherwise encumbered by AmeriVest Arrowhead Inc.; and

 

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##### (ii)           TheArrowhead Fountains Tangible Personal Property and Arrowhead FountainsIntangible Personal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Arrowhead Inc. knows of no litigationor threatened litigation affecting the Arrowhead Fountains Property orAmeriVest Arrowhead Inc.’s ability to sell the Arrowhead Fountains Property.

####  

#### (j)        **AmeriVest Arrowhead Inc.’s Knowledge.**AmeriVest ArrowheadInc. represents and warrants that Jim Walter and Charles Knight are the personsmost knowledgeable with respect to the Arrowhead Fountains Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Arrowhead Inc.’s knowledge,AmeriVest Arrowhead Inc. is not in default under any of the instrumentscreating or evidencing the Existing Loan for Arrowhead Fountains or thesecurity thereof and, to AmeriVest Arrowhead Inc.’s knowledge, no event hasoccurred which, with the passage of time or the giving of notice, or both,would constitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theArrowhead Fountains Property, there are no options to purchase the ArrowheadFountains Property or rights of first refusal for the purchase of the ArrowheadFountains Property.

####  

### **9.1.3       AmeriVestKellogg, Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Kellogg Inc. has beenduly organized, is validly existing as a Colorado corporation, and is in goodstanding in the State of Colorado. AmeriVest Kellogg Inc. has the full rightand authority and has obtained any and all consents required to enter into thisAgreement and to consummate or cause to be consummated the transactionscontemplated hereby. This Agreement has been, and all of the documents to bedelivered by AmeriVest Kellogg Inc. at the Closing will be, authorized andexecuted and constitute, or will constitute, as appropriate, the valid andbinding obligation of AmeriVest Kellogg Inc., enforceable in accordance withtheir terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Kellogg Inc. is a party or, to AmeriVest Kellogg Inc.’sknowledge, that is binding on AmeriVest Kellogg Inc. which is in conflict withthis Agreement, or which challenges or impairs AmeriVest Kellogg Inc.’s abilityto execute or perform its obligations under this Agreement. To AmeriVestKellogg Inc.’s knowledge, there is no action or proceeding or litigationpending or threatened against AmeriVest Kellogg Inc. or relating to the KelloggBuilding Property.

 

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#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-3”is a true, correct and complete rent roll in all material respects listing alltenants of the Kellogg Building Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestKellogg Inc.’s knowledge, the list and copies of the Kellogg Building ServiceContracts and the Kellogg Building License Agreements to be delivered toPurchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVest KelloggInc.’s knowledge, AmeriVest Kellogg Inc. has not received from any governmentalauthority written notice of any material violation of any laws (including, butnot limited to, environmental laws) applicable (or alleged to be applicable) to the Kellogg Building RealProperty, or any part thereof, that has not been corrected, except as may bedisclosed by the Property Documents for Kellogg Building or otherwise disclosedin writing to Purchaser.

####  

#### (f)        **AmeriVest Kellogg Inc.’s Actions**. AmeriVest Kellogg Inc. hasnot deposited or released any Hazardous Materials (as defined below) on theKellogg Building Property in violation of any applicable laws, rule orregulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Kellogg Inc.’s current actualknowledge, the Kellogg Building Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Kellogg Building Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor Kellogg Building:

####  

##### (i)            AmeriVestKellogg Inc. has the sole right to collect the rents under the Kellogg BuildingLeases and the Kellogg Building License Agreements and neither such right, norany of the Kellogg Building Leases, nor any of the Kellogg Building LicenseAgreements have been assigned, pledged, hypothecated, or otherwise encumberedby AmeriVest Kellogg Inc.; and

#####  

##### (ii)           TheKellogg Building Tangible Personal Property and Kellogg Building IntangiblePersonal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Kellogg Inc. knows of no litigation orthreatened litigation affecting the Kellogg Building Property or AmeriVestKellogg Inc.’s ability to sell the Kellogg Building Property.

 

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#### (j)        **AmeriVest Kellogg Inc.’s Knowledge.**AmeriVest Kellogg Inc.represents and warrants that Jim Walter and Charles Knight are the persons mostknowledgeable with respect to the Kellogg Building Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Kellogg Inc.’s knowledge,AmeriVest Kellogg Inc. is not in default under any of the instruments creatingor evidencing the Existing Loan for Kellogg Building or the security thereofand, to AmeriVest Kellogg Inc.’s knowledge, no event has occurred which, withthe passage of time or the giving of notice, or both, would constitute adefault or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theKellogg Building Property, there are no options to purchase the KelloggBuilding Property or rights of first refusal for the purchase of the KelloggBuilding Property.

####  

### **9.1.4       AmeriVestParkway Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Parkway Inc. has beenduly organized, is validly existing as a Texas corporation, and is in goodstanding in the State of Texas. AmeriVest Parkway Inc. has the full right andauthority and has obtained any and all consents required to enter into thisAgreement and to consummate or cause to be consummated the transactionscontemplated hereby. This Agreement has been, and all of the documents to bedelivered by AmeriVest Parkway Inc. at the Closing will be, authorized andexecuted and constitute, or will constitute, as appropriate, the valid andbinding obligation of AmeriVest Parkway Inc., enforceable in accordance withtheir terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Parkway Inc. is a party or, to AmeriVest Parkway Inc.’sknowledge, that is binding on AmeriVest Parkway Inc. which is in conflict withthis Agreement, or which challenges or impairs AmeriVest Parkway Inc.’s abilityto execute or perform its obligations under this Agreement. To AmeriVestParkway Inc.’s knowledge, there is no action or proceeding or litigationpending or threatened against AmeriVest Parkway Inc. or relating to the ParkwayCentre II Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-4”is a true, correct and complete rent roll in all material respects listing alltenants of the Parkway Centre II Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestParkway Inc.’s knowledge, the list and copies of the Parkway Centre II ServiceContracts and the Parkway Centre II License Agreements to be delivered to 

 

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#### Purchaser pursuantto this Agreement will be correct and complete in all material respects as ofthe date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVest ParkwayInc.’s knowledge, AmeriVest Parkway Inc. has not received from any governmentalauthority written notice of any material violation of any laws (including, butnot limited to, environmental laws) applicable (or alleged to be applicable) to the Parkway Centre II RealProperty, or any part thereof, that has not been corrected, except as may bedisclosed by the Property Documents for Parkway Centre II or otherwisedisclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Parkway Inc.’s Actions**. AmeriVest Parkway Inc. hasnot deposited or released any Hazardous Materials (as defined below) on theParkway Centre II Property in violation of any applicable laws, rule orregulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Parkway Inc.’s current actualknowledge, the Parkway Centre II Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Parkway Centre II Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor Parkway Centre II:

####  

##### (i)            AmeriVestParkway Inc. has the sole right to collect the rents under the Parkway CentreII Leases and the Parkway Centre II License Agreements and neither such right,nor any of the Parkway Centre II Leases, nor the Parkway Centre II LicenseAgreements have been assigned, pledged, hypothecated, or otherwise encumberedby AmeriVest Parkway Inc.; and

#####  

##### (ii)           TheParkway Centre II Tangible Personal Property and the Parkway Centre IIIntangible Personal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Parkway Inc. knows of no litigation orthreatened litigation affecting the Parkway Centre II Property or AmeriVestParkway Inc.’s ability to sell the Parkway Centre II Property.

####  

#### (j)        **AmeriVest Parkway Inc.’s Knowledge.**AmeriVest Parkway Inc.represents and warrants that Jim Walter and Charles Knight are the persons mostknowledgeable with respect to the Parkway Centre II Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Parkway Inc.’s knowledge,AmeriVest Parkway Inc. is not in default under any of the instruments creating 

 

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#### or evidencing theExisting Loan for Parkway Centre II or the security thereof and, to AmeriVestParkway Inc.’s knowledge, no event has occurred which, with the passage of timeor the giving of notice, or both, would constitute a default or event ofdefault thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theParkway Centre II Property, there are no options to purchase the Parkway CentreII Property or rights of first refusal for the purchase of the Parkway CentreII Property.

####  

### **9.1.5       AmeriVestCenterra Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Centerra Inc. has beenduly organized, is validly existing as a Texas corporation, and is in goodstanding in the State of Texas. AmeriVest Centerra Inc. has the full right andauthority and has obtained any and all consents required to enter into thisAgreement and to consummate or cause to be consummated the transactionscontemplated hereby. This Agreement has been, and all of the documents to bedelivered by AmeriVest Centerra Inc. at the Closing will be, authorized andexecuted and constitute, or will constitute, as appropriate, the valid andbinding obligation of AmeriVest Centerra Inc., enforceable in accordance withtheir terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Centerra Inc. is a party or, to AmeriVest Centerra Inc.’sknowledge, that is binding on AmeriVest Centerra Inc. which is in conflict withthis Agreement, or which challenges or impairs AmeriVest Centerra Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Centerra Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Centerra Inc. or relating tothe Centerra Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-5”is a true, correct and complete rent roll in all material respects listing alltenants of the Centerra Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestCenterra Inc.’s knowledge, the list and copies of the Centerra ServiceContracts and the Centerra License Agreements to be delivered to Purchaserpursuant to this Agreement will be correct and complete in all materialrespects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVest CenterraInc.’s knowledge, AmeriVest Centerra Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Centerra Real Property, or any part thereof, that has not been 

 

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#### corrected, exceptas may be disclosed by the Property Documents for the Centerra Property orotherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Centerra Inc.’s Actions**. AmeriVest Centerra Inc.has not deposited or released any Hazardous Materials (as defined below) on theCenterra Property in violation of any applicable laws, rule or regulations inexistence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Centerra Inc.’s current actualknowledge, the Centerra Property is properly zoned for its current use and isfree from any use or occupancy restrictions which prevent the continued presentuse of the Centerra Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Centerra Property:

####  

##### (i)            AmeriVestCenterra Inc. has the sole right to collect the rents under the Centerra Leasesand the Centerra License Agreements and neither such right, nor any of the CenterraLeases, have been assigned, nor any of the Centerra License Agreements,pledged, hypothecated, or otherwise encumbered by AmeriVest Centerra Inc.; and

#####  

##### (ii)           TheCenterra Tangible Personal Property and the Centerra Intangible PersonalProperty to be conveyed herein are otherwise free from any encumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Centerra Inc. knows of no litigationor threatened litigation affecting the Centerra Property or AmeriVest CenterraInc.’s ability to sell the Centerra Property.

####  

#### (j)        **AmeriVest Centerra Inc.’s Knowledge.**AmeriVest Centerra Inc.represents and warrants that Jim Walter and Charles Knight are the persons mostknowledgeable with respect to the Centerra Property and the representations andwarranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Centerra Inc.’s knowledge,AmeriVest Centerra Inc. is not in default under any of the instruments creatingor evidencing the Existing Loan for the Centerra Property or the securitythereof and, to AmeriVest Centerra Inc.’s knowledge, no event has occurredwhich, with the passage of time or the giving of notice, or both, wouldconstitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theCenterra Property, there are no options to purchase the Centerra Property orrights of first refusal for the purchase of the Centerra Property.

 

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### **9.1.6       AmeriVestBlack Canyon Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Black Canyon Inc. hasbeen duly organized, is validly existing as an Arizona corporation, and is ingood standing in the State of Arizona. AmeriVest Black Canyon Inc. has the fullright and authority and has obtained any and all consents required to enterinto this Agreement and to consummate or cause to be consummated thetransactions contemplated hereby. This Agreement has been, and all of thedocuments to be delivered by AmeriVest Black Canyon Inc. at the Closing willbe, authorized and executed and constitute, or will constitute, as appropriate,the valid and binding obligation of AmeriVest Black Canyon Inc., enforceable inaccordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Black Canyon Inc. is a party or, to AmeriVest Black Canyon Inc.’sknowledge, that is binding on AmeriVest Black Canyon Inc. which is in conflictwith this Agreement, or which challenges or impairs AmeriVest Black Canyon Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Black Canyon Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Black Canyon Inc. orrelating to the Southwest Gas Building Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-6”is a true, correct and complete rent roll in all material respects listing alltenants of the Southwest Gas Building Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVest BlackCanyon Inc.’s knowledge, the list and copies of the Southwest Gas BuildingService Contracts and the Southwest Gas Building License Agreements to bedelivered to Purchaser pursuant to this Agreement will be correct and completein all material respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVest BlackCanyon Inc.’s knowledge, AmeriVest Black Canyon Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Southwest Gas Building Real Property, or any part thereof, that has notbeen corrected, except as may be disclosed by the Property Documents for theSouthwest Gas Building Property or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Black Canyon Inc.’s Actions**. AmeriVest BlackCanyon Inc. has not deposited or released any Hazardous Materials (as definedbelow) on the Southwest Gas Building Property in violation of any applicablelaws, rule or regulations in existence as of the Effective Date.

 

H-47

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#### (g)       **Zoning**. To AmeriVest Black Canyon Inc.’s current actualknowledge, the Southwest Gas Building Property is properly zoned for itscurrent use and is free from any use or occupancy restrictions which preventthe continued present use of the Southwest Gas Building Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Southwest Gas Building Property:

####  

##### (i)            AmeriVestBlack Canyon Inc. has the sole right to collect the rents under the SouthwestGas Building Leases and the Southwest Gas Building License Agreements andneither such right, nor any of the Southwest Gas Building Leases, nor any ofthe Southwest Gas Building License Agreements, have been assigned, pledged,hypothecated, or otherwise encumbered by AmeriVest Black Canyon Inc.; and

#####  

##### (ii)           TheSouthwest Gas Building Tangible Personal Property and the Southwest GasBuilding Intangible Personal Property to be conveyed herein are otherwise freefrom any encumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Black Canyon Inc. knows of nolitigation or threatened litigation affecting the Southwest Gas BuildingProperty or AmeriVest Black Canyon Inc.’s ability to sell the Southwest GasBuilding Property.

####  

#### (j)        **AmeriVest Black Canyon Inc.’s Knowledge.**AmeriVest BlackCanyon Inc. represents and warrants that Jim Walter and Charles Knight are thepersons most knowledgeable with respect to the Southwest Gas Building Propertyand the representations and warranties contained herein.

####  

#### (k)       **Existing Loan.**To AmeriVest Black Canyon Inc.’s knowledge,AmeriVest Black Canyon Inc. is not in default under any of the instrumentscreating or evidencing the Existing Loan for the Southwest Gas BuildingProperty or the security thereof and, to AmeriVest Black Canyon Inc.’sknowledge, no event has occurred which, with the passage of time or the givingof notice, or both, would constitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theSouthwest Gas Building Property, there are no options to purchase the SouthwestGas Building Property or rights of first refusal for the purchase of theSouthwest Gas Building Property.

####  

### **9.1.7       AmeriVestScottsdale Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Scottsdale Inc. hasbeen duly organized, is validly existing as an Arizona corporation, and is ingood standing in the State of Arizona. AmeriVest Scottsdale Inc. has the fullright 

 

H-48

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#### and authority andhas obtained any and all consents required to enter into this Agreement and toconsummate or cause to be consummated the transactions contemplated hereby. ThisAgreement has been, and all of the documents to be delivered by AmeriVestScottsdale Inc. at the Closing will be, authorized and executed and constitute,or will constitute, as appropriate, the valid and binding obligation ofAmeriVest Scottsdale Inc., enforceable in accordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Scottsdale Inc. is a party or, to AmeriVest Scottsdale Inc.’sknowledge, that is binding on AmeriVest Scottsdale Inc. which is in conflictwith this Agreement, or which challenges or impairs AmeriVest Scottsdale Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Scottsdale Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Scottsdale Inc. or relatingto the Scottsdale Norte Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-7”is a true, correct and complete rent roll in all material respects listing alltenants of the Scottsdale Norte Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestScottsdale Inc.’s knowledge, the list and copies of the Scottsdale NorteService Contracts and the Scottsdale Norte License Agreements to be deliveredto Purchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVestScottsdale Inc.’s knowledge, AmeriVest Scottsdale Inc. has not received fromany governmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Scottsdale Norte Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for theScottsdale Norte Property or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Scottsdale Inc.’s Actions**. AmeriVest ScottsdaleInc. has not deposited or released any Hazardous Materials (as defined below)on the Scottsdale Norte Property in violation of any applicable laws, rule orregulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Scottsdale Inc.’s current actualknowledge, the Scottsdale Norte Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Scottsdale Norte Property.

 

H-49

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#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Scottsdale Norte Property:

####  

##### (i)            AmeriVestScottsdale Inc. has the sole right to collect the rents under the ScottsdaleNorte Leases and the Scottsdale Norte License Agreements and neither suchright, nor any of the Scottsdale Norte Leases, nor any of the Scottsdale NorteLicense Agreements, have been assigned, pledged, hypothecated, or otherwiseencumbered by AmeriVest Scottsdale Inc.; and

#####  

##### (ii)           TheScottsdale Norte Tangible Personal Property and the Scottsdale Norte IntangiblePersonal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Scottsdale Inc. knows of no litigationor threatened litigation affecting the Scottsdale Norte Property or AmeriVestScottsdale Inc.’s ability to sell the Scottsdale Norte Property.

####  

#### (j)        **AmeriVest Scottsdale Inc.’s Knowledge.**AmeriVest ScottsdaleInc. represents and warrants that Jim Walter and Charles Knight are the personsmost knowledgeable with respect to the Scottsdale Norte Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Scottsdale Inc.’s knowledge,AmeriVest Scottsdale Inc. is not in default under any of the instrumentscreating or evidencing the Existing Loan for the Scottsdale Norte Property orthe security thereof and, to AmeriVest Scottsdale Inc.’s knowledge, no eventhas occurred which, with the passage of time or the giving of notice, or both,would constitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theScottsdale Norte Property, there are no options to purchase the ScottsdaleNorte Property or rights of first refusal for the purchase of the ScottsdaleNorte Property.

####  

### **9.1.8       AmeriVestGreenhill Inc.**

###  

#### (a)       **Organization and Authority.** AmeriVest Greenhill Inc. hasbeen duly organized, is validly existing as a Texas corporation, and is in goodstanding in the State of Texas. AmeriVest Greenhill Inc. has the full right andauthority and has obtained any and all consents required to enter into thisAgreement and to consummate or cause to be consummated the transactionscontemplated hereby. This Agreement has been, and all of the documents to bedelivered by AmeriVest Greenhill Inc. at the Closing will be, authorized andexecuted and constitute, or will constitute, as appropriate, the valid andbinding obligation of AmeriVest Greenhill Inc., enforceable in accordance withtheir terms.

 

H-50

----

 

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Greenhill Inc. is a party or, to AmeriVest Greenhill Inc.’sknowledge, that is binding on AmeriVest Greenhill Inc. which is in conflictwith this Agreement, or which challenges or impairs AmeriVest Greenhill Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Greenhill Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Greenhill Inc. or relatingto the Greenhill Park Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-8”is a true, correct and complete rent roll in all material respects listing alltenants of the Greenhill Park Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestGreenhill Inc.’s knowledge, the list and copies of the Greenhill Park ServiceContracts and the Greenhill Park License Agreements to be delivered toPurchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVestGreenhill Inc.’s knowledge, AmeriVest Greenhill Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Greenhill Park Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for theGreenhill Park Property or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Greenhill Inc.’s Actions**. AmeriVest Greenhill Inc.has not deposited or released any Hazardous Materials (as defined below) on theGreenhill Park Property in violation of any applicable laws, rule or regulationsin existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Greenhill Inc.’s current actualknowledge, the Greenhill Park Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Greenhill Park Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Greenhill Park Property:

####  

##### (i)            AmeriVestGreenhill Inc. has the sole right to collect the rents under the Greenhill ParkLeases and the Greenhill Park License Agreements, and neither such right, norany of the Greenhill Park Leases, nor any of the Greenhill Park LicenseAgreements, have been assigned, pledged, hypothecated, or otherwise encumberedby AmeriVest Greenhill Inc.; and

 

H-51

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##### (ii)           TheGreenhill Park Tangible Personal Property and the Greenhill Park IntangiblePersonal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Greenhill Inc. knows of no litigationor threatened litigation affecting the Greenhill Park Property or AmeriVestGreenhill Inc.’s ability to sell the Greenhill Park Property.

####  

#### (j)        **AmeriVest Greenhill Inc.’s Knowledge.**AmeriVest GreenhillInc. represents and warrants that Jim Walter and Charles Knight are the personsmost knowledgeable with respect to the Greenhill Park Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. [Intentionally Omitted]

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theGreenhill Park Property, there are no options to purchase the Greenhill ParkProperty or rights of first refusal for the purchase of the Greenhill ParkProperty

####  

### **9.1.9      **AmeriVestCamelback Inc.

###  

#### (a)       AmeriVestCamelback Inc. has been duly organized, is validly existing as an Arizonacorporation, and is in good standing in the State of Arizona. AmeriVestCamelback Inc. has the full right and authority and has obtained any and allconsents required to enter into this Agreement and to consummate or cause to beconsummated the transactions contemplated hereby. This Agreement has been, andall of the documents to be delivered by AmeriVest Camelback Inc. at the Closingwill be, authorized and executed and constitute, or will constitute, asappropriate, the valid and binding obligation of AmeriVest Camelback Inc.,enforceable in accordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Camelback Inc. is a party or, to AmeriVest Camelback Inc.’sknowledge, that is binding on AmeriVest Camelback Inc. which is in conflictwith this Agreement, or which challenges or impairs AmeriVest Camelback Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Camelback Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Camelback Inc. or relatingto the Camelback Lakes Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-9”is a true, correct and complete rent roll in all material respects listing alltenants of the Camelback Lakes Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestCamelback Inc.’s knowledge, the list and copies of the Camelback Lakes ServiceContracts and the Camelback Lakes License Agreements to be 

 

H-52

----

 

#### delivered toPurchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

 

#### (e)       **Notices from Governmental Authorities**. To AmeriVestCamelback Inc.’s knowledge, AmeriVest Camelback Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Camelback Lakes Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for theCamelback Lakes Property or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Camelback Inc.’s Actions**. AmeriVest Camelback Inc.has not deposited or released any Hazardous Materials (as defined below) on theCamelback Lakes Property in violation of any applicable laws, rule or regulationsin existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Camelback Inc.’s current actualknowledge, the Camelback Lakes Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Camelback Lakes Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Camelback Lakes Property:

####  

##### (i)            AmeriVestCamelback Inc. has the sole right to collect the rents under the CamelbackLakes Leases and the Camelback Lakes License Agreements and neither such right,nor any of the Camelback Lakes Leases, nor any of the Camelback Lakes LicenseAgreements have been assigned, pledged, hypothecated, or otherwise encumberedby AmeriVest Camelback Inc.; and

#####  

##### (ii)           TheCamelback Lakes Tangible Personal Property and the Camelback Lakes IntangiblePersonal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Camelback Inc. knows of no litigationor threatened litigation affecting the Camelback Lakes Property or AmeriVestCamelback Inc.’s ability to sell the Camelback Lakes Property.

####  

#### (j)        **AmeriVest Camelback Inc.’s Knowledge.**AmeriVest CamelbackInc. represents and warrants that Jim Walter and Charles Knight are the personsmost knowledgeable with respect to the Camelback Lakes Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Camelback Inc.’s knowledge, AmeriVestCamelback Inc. is not in default under any of the instruments 

 

H-53

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#### creating orevidencing the Existing Loan for the Camelback Lakes Property or the securitythereof and, to AmeriVest Camelback Inc.’s knowledge, no event has occurredwhich, with the passage of time or the giving of notice, or both, wouldconstitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theCamelback Lakes Property, there are no options to purchase the Camelback LakesProperty or rights of first refusal for the purchase of the Camelback LakesProperty

####  

### **9.1.10    **AmeriVestHackberry Inc.

###  

#### (a)       AmeriVestHackberry Inc. has been duly organized, is validly existing as a Texas corporation,and is in good standing in the State of Texas. AmeriVest Hackberry Inc. has thefull right and authority and has obtained any and all consents required toenter into this Agreement and to consummate or cause to be consummated thetransactions contemplated hereby. This Agreement has been, and all of thedocuments to be delivered by AmeriVest Hackberry Inc. at the Closing will be,authorized and executed and constitute, or will constitute, as appropriate, thevalid and binding obligation of AmeriVest Hackberry Inc., enforceable inaccordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Hackberry Inc. is a party or, to AmeriVest Hackberry Inc.’sknowledge, that is binding on AmeriVest Hackberry Inc. which is in conflictwith this Agreement, or which challenges or impairs AmeriVest Hackberry Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Hackberry Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Hackberry Inc. or relatingto the Hackberry View Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-10”is a true, correct and complete rent roll in all material respects listing alltenants of the Hackberry View Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestHackberry Inc.’s knowledge, the list and copies of the Hackberry View ServiceContracts and the Hackberry View License Agreements to be delivered toPurchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVestHackberry Inc.’s knowledge, AmeriVest Hackberry Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Hackberry View Real Property, or any part thereof, that has not been corrected,except as may be disclosed by the Property Documents for the Hackberry ViewProperty or otherwise disclosed in writing to Purchaser.

 

H-54

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#### (f)        **AmeriVest Hackberry Inc.’s Actions**. AmeriVest Hackberry Inc.has not deposited or released any Hazardous Materials (as defined below) on theHackberry View Property in violation of any applicable laws, rule orregulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Hackberry Inc.’s current actualknowledge, the Hackberry View Property is properly zoned for its current useand is free from any use or occupancy restrictions which prevent the continuedpresent use of the Hackberry View Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Hackberry View Property:

####  

##### (i)            AmeriVestHackberry Inc. has the sole right to collect the rents under the Hackberry ViewLeases and the Hackberry View License Agreements and neither such right, norany of the Hackberry View Leases, nor any of the Hackberry View LicenseAgreements, have been assigned, pledged, hypothecated, or otherwise encumberedby AmeriVest Hackberry Inc.; and

#####  

##### (ii)           TheHackberry View Tangible Personal Property and the Hackberry View IntangiblePersonal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Hackberry Inc. knows of no litigationor threatened litigation affecting the Hackberry View Property or AmeriVestHackberry Inc.’s ability to sell the Hackberry View Property.

####  

#### (j)        **AmeriVest Hackberry Inc.’s Knowledge.**AmeriVest HackberryInc. represents and warrants that Jim Walter and Charles Knight are the personsmost knowledgeable with respect to the Hackberry View Property and the representationsand warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Hackberry Inc.’s knowledge,AmeriVest Hackberry Inc. is not in default under any of the instrumentscreating or evidencing the Existing Loan for the Hackberry View Property or thesecurity thereof and, to AmeriVest Hackberry Inc.’s knowledge, no event hasoccurred which, with the passage of time or the giving of notice, or both,would constitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theHackberry View Property, there are no options to purchase the Hackberry ViewProperty, or rights of first refusal for the purchase of the Hackberry ViewProperty

 

H-55

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### **9.1.11     AmeriVestBuildings Texas Inc.**

###  

#### (a)       AmeriVestBuildings Texas Inc. has been duly organized, is validly existing as a Texascorporation, and is in good standing in the State of Texas. AmeriVest BuildingsTexas Inc. has the full right and authority and has obtained any and allconsents required to enter into this Agreement and to consummate or cause to beconsummated the transactions contemplated hereby. This Agreement has been, andall of the documents to be delivered by AmeriVest Buildings Texas Inc. at theClosing will be, authorized and executed and constitute, or will constitute, asappropriate, the valid and binding obligation of AmeriVest Buildings TexasInc., enforceable in accordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Buildings Texas Inc. is a party or, to AmeriVest BuildingsTexas Inc.’s knowledge, that is binding on AmeriVest Buildings Texas Inc. whichis in conflict with this Agreement, or which challenges or impairs AmeriVestBuildings Texas Inc.’s ability to execute or perform its obligations under thisAgreement. To AmeriVest Buildings Texas Inc.’s knowledge, there is no action orproceeding or litigation pending or threatened against AmeriVest BuildingsTexas Inc. or relating to the Parkway Centre III Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-11”is a true, correct and complete rent roll in all material respects listing alltenants of the Parkway Centre III Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVestBuildings Texas Inc.’s knowledge, the list and copies of the Parkway Centre IIIService Contracts and the Parkway Centre III License Agreements to be deliveredto Purchaser pursuant to this Agreement will be correct and complete in allmaterial respects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVestBuildings Texas Inc.’s knowledge, AmeriVest Buildings Texas Inc. has notreceived from any governmental authority written notice of any materialviolation of any laws (including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Parkway Centre III Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for the ParkwayCentre III Property or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Buildings Texas Inc.’s Actions**. AmeriVestBuildings Texas Inc. has not deposited or released any Hazardous Materials (asdefined below) on the Parkway Centre III Property in violation of anyapplicable laws, rule or regulations in existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Buildings Texas Inc.’s current actualknowledge, the Parkway Centre III Property is properly zoned for its currentuse 

 

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#### and is free fromany use or occupancy restrictions which prevent the continued present use ofthe Parkway Centre III Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Parkway Centre III Property:

####  

##### (i)            AmeriVestBuildings Texas Inc. has the sole right to collect the rents under the ParkwayCentre III Leases and the Parkway Centre III License Agreements and neithersuch right, nor any of the Parkway Centre III Leases, nor any of the ParkwayCenter III License Agreements, have been assigned, pledged, hypothecated, orotherwise encumbered by AmeriVest Buildings Texas Inc.; and

#####  

##### (ii)           TheParkway Centre III Tangible Personal Property and the Parkway Centre IIIIntangible Personal Property to be conveyed herein are otherwise free from anyencumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Buildings Texas Inc. knows of nolitigation or threatened litigation affecting the Parkway Centre III Property orAmeriVest Buildings Texas Inc.’s ability to sell the Parkway Centre IIIProperty.

####  

#### (j)        **AmeriVest Buildings Texas Inc.’s Knowledge.**AmeriVestBuildings Texas Inc. represents and warrants that Jim Walter and Charles Knightare the persons most knowledgeable with respect to the Parkway Centre IIIProperty and the representations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Buildings Texas Inc.’sknowledge, AmeriVest Buildings Texas Inc. is not in default under any of theinstruments creating or evidencing the Existing Loan for the Parkway Centre IIIProperty or the security thereof and, to AmeriVest Buildings Texas Inc.’sknowledge, no event has occurred which, with the passage of time or the givingof notice, or both, would constitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theParkway Centre III Property, there are no options to purchase the ParkwayCentre III Property or rights of first refusal for the purchase of the ParkwayCentre III Property

####  

### **9.1.12     AmeriVestOak Lawn Inc.**

###  

#### (a)       AmeriVestOak Lawn Inc. has been duly organized, is validly existing as a Texascorporation, and is in good standing in the State of Texas. AmeriVest Oak LawnInc. has the full right and authority and has obtained any and all consentsrequired to enter into this Agreement and to consummate or cause to beconsummated the transactions contemplated hereby. This Agreement has been, andall of the documents to be delivered by AmeriVest 

 

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#### Oak Lawn Inc. atthe Closing will be, authorized and executed and constitute, or willconstitute, as appropriate, the valid and binding obligation of AmeriVest OakLawn Inc., enforceable in accordance with their terms.

####  

#### (b)       **Conflicts and Pending Actions**. There is no agreement towhich AmeriVest Oak Lawn Inc. is a party or, to AmeriVest Oak Lawn Inc.’sknowledge, that is binding on AmeriVest Oak Lawn Inc. which is in conflict withthis Agreement, or which challenges or impairs AmeriVest Oak Lawn Inc.’sability to execute or perform its obligations under this Agreement. ToAmeriVest Oak Lawn Inc.’s knowledge, there is no action or proceeding orlitigation pending or threatened against AmeriVest Oak Lawn Inc. or relating tothe Hampton Court Property.

####  

#### (c)       **Rent Roll**. As of the Effective Date, Exhibit ”F-12”is a true, correct and complete rent roll in all material respects listing alltenants of the Hampton Court Property.

####  

#### (d)       **Service Contracts and License Agreements**. To AmeriVest OakLawn Inc.’s knowledge, the list and copies of the Hampton Court ServiceContracts and the Hampton Court License Agreements to be delivered to Purchaserpursuant to this Agreement will be correct and complete in all materialrespects as of the date of delivery.

####  

#### (e)       **Notices from Governmental Authorities**. To AmeriVest Oak LawnInc.’s knowledge, AmeriVest Oak Lawn Inc. has not received from anygovernmental authority written notice of any material violation of any laws(including, but not limited to, environmental laws)  applicable (or alleged to be applicable) tothe Hampton Court Real Property, or any part thereof, that has not beencorrected, except as may be disclosed by the Property Documents for the HamptonCourt Property or otherwise disclosed in writing to Purchaser.

####  

#### (f)        **AmeriVest Oak Lawn Inc.’s Actions**. AmeriVest Oak Lawn Inc.has not deposited or released any Hazardous Materials (as defined below) on theHampton Court Property in violation of any applicable laws, rule or regulationsin existence as of the Effective Date.

####  

#### (g)       **Zoning**. To AmeriVest Oak Lawn Inc.’s current actualknowledge, the Hampton Court Property is properly zoned for its current use andis free from any use or occupancy restrictions which prevent the continuedpresent use of the Hampton Court Property.

####  

#### (h)       **Leases and Personal Property**. Except for any provisionscontained in the documents creating, evidencing or securing the Existing Loanfor the Hampton Court Property:

####  

##### (i)            AmeriVestOak Lawn Inc. has the sole right to collect the rents under the Hampton CourtLeases and the Hampton Court License 

 

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##### Agreements, andneither such right, nor any of the Hampton Court Leases, nor any of the HamptonCourt License Agreements, have been assigned, pledged, hypothecated, orotherwise encumbered by AmeriVest Oak Lawn Inc.; and

#####  

##### (ii)           TheHampton Court Tangible Personal Property and the Hampton Court IntangiblePersonal Property to be conveyed herein are otherwise free from any encumbrance.

#####  

#### (i)        **Litigation**. AmeriVest Oak Lawn Inc. knows of no litigationor threatened litigation affecting the Hampton Court Property or AmeriVest OakLawn Inc.’s ability to sell the Hampton Court Property.

####  

#### (j)        **AmeriVest Oak Lawn Inc.’s Knowledge.**AmeriVest Oak Lawn Inc.represents and warrants that Jim Walter and Charles Knight are the persons mostknowledgeable with respect to the Hampton Court Property and therepresentations and warranties contained herein.

####  

#### (k)       **Existing Loan**. To AmeriVest Oak Lawn Inc.’s knowledge,AmeriVest Oak Lawn Inc. is not in default under any of the instruments creatingor evidencing the Existing Loan for the Hampton Court Property or the securitythereof and, to AmeriVest Oak Lawn Inc.’s knowledge, no event has occurredwhich, with the passage of time or the giving of notice, or both, wouldconstitute a default or event of default thereunder.

####  

#### (l)        **Options**. Except as disclosed in the Rent Roll for theHampton Court Property, there are no options to purchase the Hampton CourtProperty or rights of first refusal for the purchase of the Hampton CourtProperty.

####  

## **9.2           Purchaser’sRepresentations and Warranties**. Purchaser represents andwarrants to Seller that:

##  

### **9.2.1       Organizationand Authority**. Purchaser has been duly organized and isvalidly existing as a Delaware limited liability company in good standing inthe State of Delaware and is qualified (or will be qualified prior to eachapplicable Closing) to do business in the states in which the Real Property islocated. Purchaser has the full right and authority and has obtained any andall consents required to enter into this Agreement and to consummate or causeto be consummated the transactions contemplated hereby. This Agreement hasbeen, and all of the documents to be delivered by Purchaser at the Closing willbe, authorized and properly executed and constitute, or will constitute, asappropriate, the valid and binding obligation of Purchaser, enforceable inaccordance with their terms.

###  

### **9.2.2       Conflictsand Pending Action**. There is no agreement to which Purchaseris a party or to Purchaser’s knowledge binding on Purchaser which is inconflict with this Agreement. There is no action or proceeding pending or, toPurchaser’s 

 

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### knowledge, threatenedagainst Purchaser which challenges or impairs Purchaser’s ability to execute orperform its obligations under this Agreement.

###  

## **9.3          Survivalof Representations and Warranties**. The representations andwarranties set forth in this Article 9 are made as of the date ofthis Agreement and are remade as of each Closing Date and shall not be deemedto be merged into or waived by the instruments of Closing, but shall survivethe applicable Closing for a period of three (3) months (the “**Survival Period**”). Notwithstanding any provisions in thisAgreement to the contrary, each Seller’s maximum liability for the breach ofany or all representations or warranties contained herein shall be limited tosix percent (6%) of the allocated Purchase Price for each parcel of theProperty, as set forth in Schedule 1 hereof. Terms such as “to Seller’sknowledge,” “to the best of Seller’s knowledge” or like phrases mean the actualknowledge of Jim Walter and Charles Knight, after reasonable inquiry andinvestigation. No broker, agent, or party other than Seller is authorized tomake any representation or warranty for or on behalf of Seller. Neither partyshall have any liability after Closing for the breach of a representation orwarranty hereunder of which the other party hereto had actual knowledge as ofClosing. The provisions of this Section 9.3 shall survive theClosing. Any breach of a representation or warranty that occurs prior toClosing shall be governed by Article 10.

##  

# **ARTICLE 10. Default andRemedies**

# ** **

## **10.1        Seller’sRemedies**. If Purchaser fails to perform its obligationspursuant to this Agreement at or prior to Closing for any reason except failureby the applicable Seller to perform hereunder or a permitted terminationhereunder, or if prior to Closing any one or more of Purchaser’srepresentations or warranties are breached in any material respect, each Sellershall be entitled, as its sole and exclusive remedy (except as provided in Sections 4.10,8.6, 10.3 and 10.4 hereof), to terminate this Agreement with respect to theapplicable portion of the Property and retain the applicable portion of theEarnest Money as liquidated damages and not as penalty, in full satisfaction ofclaims against Purchaser hereunder. Each Seller hereby waives all otherremedies, whether at law or in equity. Each Seller and Purchaser agree thatsuch Seller’s damages resulting from Purchaser’s default are difficult, if notimpossible, to determine and the applicable portion of the Earnest Money is afair estimate of those damages which has been agreed to in an effort to causethe amount of such damages to be certain. Notwithstanding anything in this Section 10.1to the contrary, in the event of Purchaser’s default as to an applicable parcelor a termination of this Agreement as to an applicable parcel, each Sellershall have all remedies available at law or in equity in the event Purchaser orany party related to or affiliated with Purchaser is asserting any claims orright to the applicable portion of the Property that would unreasonably delayor prevent such Seller from having clear, indefeasible and marketable title tothe Property or if Purchaser has breached Section 12.13. In all otherevents each Seller’s remedies shall be limited to those described in this Section 10.1and Sections 4.10, 8.6, 10.3 and 10.4 hereof. If an applicableClosing is consummated, the applicable Seller shall have all remedies availableat law or in equity in the event Purchaser fails to perform any obligation thatsurvives such Closing.

 

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## **10.2        Purchaser’sRemedies**. If a Seller fails to perform its obligationspursuant to this Agreement for any reason except failure by Purchaser toperform hereunder or a permitted termination hereunder, or if prior to Closingany one or more of such Seller’s representations or warranties are breached inany material respect, Purchaser shall elect, as its sole remedy, either to(i) terminate this Agreement with respect to the applicable portion of theProperty by giving such Seller timely written notice of such election prior toor at Closing and receive a refund of the applicable portion of the EarnestMoney, as set forth in Schedule 2 and the same applicable portion of thePortfolio Earnest Money, (ii) enforce specific performance of thisAgreement against such Seller, or (iii) waive said failure or breach andproceed to the applicable Closing. Notwithstanding anything herein to thecontrary, Purchaser shall be deemed to have elected to terminate this Agreementwith respect to the applicable portion of the Property if Purchaser fails tofile a lawsuit asserting such claim or cause of action in the county in whichthe applicable portion of the Property is located within two (2) monthsfollowing the scheduled Closing Date. In the event of a Seller default,Purchaser’s remedies shall be limited to those described in this Section 10.2and Sections 10.3 and 10.4 hereof. If, however, the equitableremedy of specific performance is not available, Purchaser may seek any otherright or remedy available at law or in equity. If an applicable Closing isconsummated, Purchaser shall have all remedies available at law or in equity inthe event the applicable Seller fails to perform any obligation that survivessuch Closing. Purchaser and Seller agree that if there is an inconsistencybetween this Section 10.2 and Sections 4.3, 6.2, 6.3, 7.2, 12.17,Sections 4.3, 6.2, 6.3, 7.2 and 12.17 shall prevail.

##  

## **10.3        Attorneys’Fees**. In the event any party hereto employs an attorney inconnection with claims by one party against the other arising from theoperation of this Agreement, the non-prevailing party shall pay the prevailingparty all reasonable fees and expenses, including attorneys’ fees, incurred inconnection with such claim.

##  

## **10.4        OtherExpenses**. If this Agreement is terminated with respect to allor any portion of the Property due to the default of a party, then thedefaulting party shall pay any fees or charges due to Escrow Agent as well asany escrow cancellation fees or charges and any fees or charges due to theTitle Company for preparation and/or cancellation of the applicable TitleCommitment.

##  

# **ARTICLE 11. Disclaimers,Release and Indemnity**

# ** **

## **11.1        DisclaimersBy Seller**. Except as expressly set forth in this Agreementand any document executed by the applicable Seller and delivered to Purchaserat Closing, it is understood and agreed that Seller has not at any time madeand is not now making, and it specifically disclaims, any warranties orrepresentations of any kind or character, express or implied, with respect tothe Property, including, but not limited to, warranties or representations asto (i) matters of title, (ii) environmental matters relating to theProperty or any portion thereof, including, without limitation, the presence ofHazardous Materials in, on, under or in the vicinity of the Property,(iii) geological conditions, including, without limitation, subsidence,subsurface conditions, water table, underground water reservoirs, limitationsregarding the withdrawal of water, and 

 

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## geologic faultsand the resulting damage of past and/or future faulting, (iv) whether, andto the extent to which the Property or any portion thereof is affected by anystream (surface or underground), body of water, wetlands, flood prone area,flood plain, floodway or special flood hazard, (v) drainage,(vi) soil conditions, including the existence of instability, past soilrepairs, soil additions or conditions of soil fill, or susceptibility to landslides,or the sufficiency of any undershoring, (vii) the presence of endangeredspecies or any environmentally sensitive or protected areas, (viii) zoningor building entitlements to which the Property or any portion thereof may besubject, (ix) the availability of any utilities to the Property or anyportion thereof including, without limitation, water, sewage, gas and electric,(x) usages of adjoining property, (xi) access to the Property or anyportion thereof, (xii) the value, compliance with the plans and specifications,size, location, age, use, design, quality, description, suitability, structuralintegrity, operation, title to, or physical or financial condition of theProperty or any portion thereof, or any income, expenses, charges, liens,encumbrances, rights or claims on or affecting or pertaining to the Property orany part thereof, (xiii) the condition or use of the Property orcompliance of the Property with any or all past, present or future federal,state or local ordinances, rules, regulations or laws, building, fire or zoningordinances, codes or other similar laws, (xiv) the existence or non-existenceof underground storage tanks, surface impoundments, or landfills, (xv) themerchantability of the Property or fitness of the Property for any particularpurpose, (xvi) the truth, accuracy or completeness of the PropertyDocuments, (xvii) tax consequences, or (xviii) any other matter orthing with respect to the Property.

##  

## **11.2        Sale“As Is, Where Is.”** Purchaser acknowledges and agrees that upon each Closing, the applicableSeller shall sell and convey to Purchaser and Purchaser shall accept theapplicable portion of the Property “AS IS, WHERE IS, WITH ALL FAULTS,” exceptto the extent expressly provided otherwise in this Agreement and any documentexecuted by the applicable Seller and delivered to Purchaser at a Closing. Exceptas expressly set forth in this Agreement and any document to be delivered bySeller at Closing, Purchaser has not relied and will not rely on, and Sellerhas not made and is not liable for or bound by, any express or impliedwarranties, guarantees, statements, representations or information pertainingto the Property or relating thereto (including specifically, withoutlimitation, Property information packages distributed with respect to theProperty) made or furnished by Seller or any real estate broker, agent or thirdparty representing or purporting to represent Seller, to whomever made orgiven, directly or indirectly, orally or in writing. Purchaser will conductsuch inspections and investigations of the Property as Purchaser deemsnecessary, including, but not limited to, the physical and environmentalconditions thereof, and shall rely upon same. Purchaser acknowledges that eachSeller has afforded Purchaser a full opportunity to conduct such investigationsof the applicable portion of the Property as Purchaser deemed necessary tosatisfy itself as to the condition of the applicable portion of the Propertyand the existence or non-existence or curative action to be taken with respectto any Hazardous Materials on or discharged from the applicable portion of theProperty, and will rely solely upon same and not upon any information providedby or on behalf of Seller or its agents or employees with respect thereto,other than such representations, warranties and covenants of Seller as areexpressly set forth in this Agreement.

 

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**Purchaser’sInitials                    **

 

## **11.3        “HazardousMaterials” Defined**. For purposes hereof, “**Hazardous Materials**” means “Hazardous Material,” “HazardousSubstance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural GasLiquids,” as those terms are defined or used in Section 101 of CERCLA, andany other substances regulated because of their effect or potential effect onpublic health and the environment, including, without limitation, PCBs, leadpaint, asbestos, urea formaldehyde, radioactive materials, putresciblematerials, and infectious materials.

##  

## **11.4        Survival**.The terms and conditions of this Article 11 shall expressly survivethe applicable Closing, not merge with the provisions of any closing documentsand shall be incorporated into the applicable Deed.

##  

Purchaseracknowledges and agrees that the disclaimers and other agreements set forthherein are an integral part of this Agreement and that each Seller would nothave agreed to sell the applicable portion of the Property to Purchaser for theapplicable portion of the Purchase Price without the disclaimers and otheragreements set forth above.

 

# **ARTICLE 12. Miscellaneous**

# ** **

## **12.1        PartiesBound; Assignment**. This Agreement, and the terms, covenants,and conditions herein contained, shall inure to the benefit of and be bindingupon the heirs, personal representatives, successors, and assigns of each ofthe parties hereto. Purchaser may assign its rights under this Agreement onlyupon the following conditions: (i) the assignee of Purchaser must be an affiliate of Purchaser oran entity controlling, controlled by, or under common control with Purchaser,(ii) the assignee of Purchaser shall assume all obligations of Purchaserhereunder, but Purchaser shall remain primarily liable for the performance ofPurchaser’s obligations, and (iii) a copy of the fully executed writtenassignment and assumption agreement shall be delivered to Seller at least five(5) days prior to Closing. Purchaser may assign this Agreement in whole, or mayassign its rights with respect to one or more of the parcels of Property, incompliance with the preceding requirements. Seller’s prior written consent willbe required for any other assignment of this Agreement, and may be withheld atSeller’s discretion.

##  

## **12.2        Headings**.The article, section, subsection, paragraph and/or other headings of thisAgreement are for convenience only and in no way limit or enlarge the scope ormeaning of the language hereof.

##  

## **12.3        Invalidityand Waiver**. If any portion of this Agreement is held invalidor inoperative, then so far as is reasonable and possible the remainder of thisAgreement shall be deemed valid and operative, and, to the greatest extentlegally possible, effect shall be given to the intent manifested by the portionheld invalid or inoperative. The failure by either party to enforce against theother any term or provision of this Agreement shall not be deemed to be awaiver of such party’s right to enforce against the other party the same or anyother such term or provision in the future.

 

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## **12.4        GoverningLaw**. This Agreement shall, in all respects, be governed,construed, applied, and enforced in accordance with the laws of the State ofTexas (with respect to the portions of the Property located in Texas), theState of Colorado (with respect to the portions of the Property located in Colorado),and the State of Arizona (with respect to the portions of the Property locatedin Arizona).

##  

## **12.5        Survival**.The provisions of this Agreement that contemplate performance after the Closingand the obligations of the parties not fully performed at a Closing shallsurvive the applicable Closing for ninety (90) days and shall not be deemed tobe merged into or waived by the instruments of the applicable Closing.

##  

## **12.6        Entiretyand Amendments**. This Agreement embodies the entire agreementbetween the parties and supersedes all prior agreements and understandings ofthe parties relating to the Property. This Agreement may be amended orsupplemented only by an instrument in writing executed by the party againstwhom enforcement is sought.

##  

## **12.7        Time**.Time is of the essence in the performance of this Agreement.

##  

## **12.8        Confidentiality**.Purchaser and Seller shall make no public announcement or disclosure of anyinformation related to this Agreement to outside brokers or third parties,except as may be required by applicable law, rule, regulation or court orderbefore the Closing, without the prior written specific consent of the otherparty; provided, however, that Purchaser may, subject to the provisions of Section 4.7,make disclosure of this Agreement to its Permitted Outside Parties as necessaryto perform its obligations hereunder and as may be required under laws orregulations applicable to Purchaser.

##  

## **12.9        Notices**.All notices required or permitted hereunder shall be in writing and shall beserved on the parties at the addresses set forth in Section 1.3. Anysuch notices shall, unless otherwise provided herein, be given or served(i) by depositing the same in the United States mail, postage paid,certified and addressed to the party to be notified, with return receiptrequested, (ii) by overnight delivery using a nationally recognizedovernight courier, (iii) by personal delivery, (iv) by facsimile,evidenced by confirmed receipt or (v) by e-mail, evidenced by confirmed receipt.Notice deposited in the mail or by overnight delivery in the manner hereinabovedescribed shall be effective upon deposit. Notice given in any other mannershall be effective when received by the party to be notified, as evidenced by averified confirmation (for facsimile) or by signed delivery slip (for personaldelivery). A party’s address may be changed by written notice to the otherparty; provided, however, that no notice of a change of address shall beeffective until actual receipt of such notice. Copies of notices are for informationalpurposes only, and a failure to give or receive copies of any notice shall notbe deemed a failure to give notice. Notices given by counsel to the Purchasershall be deemed given by Purchaser and notices given by counsel to anyapplicable Seller shall be deemed given by such Seller. Notices sent byfacsimile or by e-mail shall also be sent by one of the methods set forth in(i)-(iii) above.

 

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## **12.10      Construction**.The parties acknowledge that the parties and their counsel have reviewed andrevised this Agreement and agree that the normal rule ofconstruction – to the effect that any ambiguities are to be resolvedagainst the drafting party – shall not be employed in the interpretationof this Agreement or any exhibits or amendments hereto.

##  

## **12.11      Calculationof Time Periods**. Unless otherwise specified, in computing anyperiod of time described herein, the day of the act or event after which thedesignated period of time begins to run is not to be included and the last dayof the period so computed is to be included, unless such last day is aSaturday, Sunday or legal holiday for national banks in the location where theProperty is located, in which event the period shall run until the end of the nextday which is neither a Saturday, Sunday, or legal holiday. The last day of anyperiod of time described herein shall be deemed to end at 5:00 p.m. localtime in the State of Texas.

##  

## **12.12      Executionin Counterparts**. This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original, and all ofsuch counterparts shall constitute one Agreement. To facilitate execution ofthis Agreement, the parties may execute and exchange facsimile counterparts ofthe signature pages, provided that executed originals thereof are forwarded tothe other party on the same day by any of the delivery methods set forth in Section 12.9other than facsimile.

##  

## **12.13      NoRecordation**. Without the prior written consent of Seller,Purchaser shall not record or cause the recordation of either this Agreement orany memorandum hereof, or any affidavit pertaining hereto, and any suchrecordation of this Agreement or memorandum or affidavit by Purchaser withoutthe prior written consent of each Seller, which consent may be arbitrarilywithheld at each Seller’s discretion, shall constitute a default hereunder byPurchaser, whereupon each Seller shall have the remedies set forth in Section 10.1hereof, as well as the right to take appropriate action to remove any suchcloud on the title to the Real Property. Notwithstanding the foregoing,Purchaser may record a notice of lis pendens, or similar document, to theextent that such notice is required by the applicable rules of civil proceduregoverning any action for specific performance filed by Purchaser in connectionwith this Agreement.

##  

## **12.14      FurtherAssurances**. In addition to the acts and deeds recited hereinand contemplated to be performed, executed and/or delivered by either party atClosing, each party agrees to perform, execute and deliver, but without anyobligation to incur any additional liability or expense, on or after theapplicable Closing any further deliveries and assurances as may be reasonablynecessary to consummate the transactions contemplated hereby or to furtherperfect the conveyance, transfer and assignment of the applicable portion ofthe Property to Purchaser.

##  

## **12.15      Dischargeof Obligations**. The acceptance of each Deed by Purchasershall be deemed to be a full performance and discharge of every representationand warranty made by the applicable Seller herein and every agreement andobligation on the part of such Seller to be performed pursuant to theprovisions of this Agreement, except 

 

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## those which areherein specifically stated either to survive or to be performed after Closing.

##  

## **12.16      NoThird Party Beneficiary**. The provisions of this Agreement andof the documents to be executed and delivered at Closing are and will be for thebenefit of Seller and Purchaser only and are not for the benefit of any thirdparty, and accordingly, no third party shall have the right to enforce theprovisions of this Agreement or of the documents to be executed and deliveredat Closing, except that a tenant of the Property may enforce Purchaser’sindemnity obligation under Section 4.10 hereof.

##  

## **12.17      Assumptionof Existing Loan**. Each Seller (at no cost, expense orliability to such Seller) agrees to assist Purchaser in attempting to obtainthe consent of the applicable Lender to allow Purchaser to assume the ExistingLoan for each applicable portion of the Property (each, a “**LenderConsent**”). The Lender Consent must include Lender’s writtenagreement to release the applicable Seller and its constituent members of andfrom any loss, expense, liability or other obligations arising subsequent tothe assumption of the applicable Existing Loan by Purchaser, except that theapplicable Seller will remain liable for claims, causes of action andliabilities arising as a result of facts or circumstances which existed priorto the date of assumption of the Existing Loan by Purchaser. Seller makes norepresentation or warranty that Purchaser will be successful in securing anysuch Lender Consent. At the applicable Closing, Purchaser shall pay theassumption fees arising under the applicable portion of the Existing Loan(including the beneficiary’s legal fees). At any time on or before ninety (90)days following the Effective Date (the “**Loan Assumption Period**”),if Purchaser is unable for any reason to obtain Lender Consent for Purchaser’sassumption of the applicable Existing Loan on terms and conditions acceptableto Purchaser, in its commercially reasonable discretion, then Purchaser mayterminate this Agreement with respect to the applicable portion of the Propertyby written notice to the Seller on or before the expiration of the LoanAssumption Period, in which event this Agreement shall terminate with respectto the applicable portion of the Property, and neither Party shall have anyfurther rights, liabilities or obligations hereunder with respect to theapplicable portion of the Property except as expressly set forth to thecontrary in this Agreement. Purchaser shall have the right to extend the LoanAssumption Period for all or any portion of the Property for two (2) additionalperiods of thirty (30) days each, to be exercised by delivering written noticeof such extension to the applicable Seller on or before the expiration of thethen-current Loan Assumption Period. If Purchaser has been unable to obtain aLender Consent from the applicable Lender for any parcel of the Property priorto the expiration of the Loan Assumption Period (as extended) or has notapproved the loan assumption documents as provided above, then Seller andPurchaser shall use good faith efforts within the next thirty (30) days tonegotiate a mutually agreeable resolution for the sale of the affected portionof the Property, whether by prepayment or defeasance of the applicable ExistingLoan, or otherwise. In the event of such mutually agreeable resolution, Sellerand Purchaser shall each pay one-half (1/2) of any prepayment premiums ordefeasance fees or other such charges and expenses payable to any ExistingLender that fails to provide a Lender Consent. If Purchaser terminates thisAgreement with respect to any portion of the Property pursuant to this Section12.17 due to the 

 

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## failure to receivethe applicable Lender Consent or Seller terminates this Agreement with respectto any portion of the Property due to Seller’s disapproval of the applicableloan assumption documents, then Purchaser shall be entitled to receive theportion of the Earnest Money allocated to the applicable portion of theProperty, as set forth in Schedule 2 and the same allocable portion ofthe Portfolio Earnest Money. If Purchaser terminates this Agreement withrespect to any portion of the Property due to Purchaser’s disapproval of theloan assumption documents, then Purchaser shall forfeit the Earnest Moneyallocated to the applicable portion of the Property, as set forth in Schedule2 and the same allocable portion of the Portfolio Earnest Money. If thisAgreement is terminated pursuant to this Section12.17 withrespect to the applicable portion of the Property, Purchaser shall pay toLender the Processing Fee and its commercially reasonable fees and legal costs,if any, incurred up to such date of termination for the approval process. Purchasershall pay such fees and legal costs within ten days of Purchaser’s terminationof this Agreement with respect to the applicable portion of the Property. Theobligations contained in this Section 12.17 shall survive thetermination of this Agreement.

##  

## Notwithstanding anything to the contrary set forthherein, if any claim or controversy or dispute related to whether theapplicable Earnest Money and Portfolio Earnest Money is refundable to Purchaserpursuant to this Section 12.17 (“**Dispute**”),such Dispute shall be resolved and adjudicated by binding arbitration inaccordance with Title 9 of the California Code of Civil Procedure,Section 1280, et seq.. The arbitrator shall be a neutral, disinterestedretired judge selected by the parties from a panel of retired judges availablethrough the Judicial Arbitration and Mediation Service (“**JAMS**”) or, if JAMS or its successor doesnot then exist, by any other arbitrator or retired judge affiliated with aprivate, disinterested association providing arbitration services. Should theparties fail to agree on the selection of a disinterested, neutral arbitratorwithin twenty (20) days of written demand accompanied by written notice of theDispute by either party, either party may petition a California court ofcompetent jurisdiction and proper venue to appoint an arbitrator pursuant toCode of Civil Procedure Section 1281.6. The arbitration shall be heldwithin sixty (60) days after the selection of the arbitrator. Any hearingsrequired for purposes of the arbitration shall be in Orange County, California,at the offices of the arbitrator or such other place designated by thearbitrator.

##  

## **12.18      ConsolidatedProperties**. Notwithstanding anything to the contrarycontained in this Agreement, if Purchaser is entitled to terminate thisAgreement for a particular parcel that is cross-collateralized with anotherparcel or parcels (such that the closing for such parcel or parcels shall notbe permitted without the parcel for which Purchaser has termination rights),then the termination rights shall be deemed to apply to such other parcel(s),and Purchaser shall have all rights and remedies with respect to such parcel(s)in the same manner as the parcel for which it originally had the terminationright, including, without limitation, the refund of Earnest Money.

##  

## **12.19      CapitalRepairs.**Sellerand Purchaser acknowledge and agree that certain capital repairs are requiredto be made to certain properties as more particularly 

 

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## described in Schedule3 attached hereto. Notwithstanding anything to the contrary in thisAgreement, each applicable Seller agrees to use good faith efforts to cause thecompletion of the capital repairs to the applicable properties as more fullydescribed in Schedule 3 prior to the Closing of each of the properties. Ifthe Seller has not completed such repairs by the applicable Closing, Purchasershall receive a credit against the applicable Purchase Price in the amountshown on Schedule 3. If the repair is partially complete at theapplicable Closing, Purchaser and Seller shall work together in good faith toprorate the estimated cost and make adjustments to the credit to the applicablePurchase Price. Seller agrees to provide documentation reflecting the scope ofwork prior to commencement and evidence of completion of all work performed asmay be reasonably requested by the Purchaser, including, without limitation,unconditional lien releases in accordance with applicable local laws evidencingthe payment for such work. If the Seller has completed the work described in Schedule3 prior to the applicable Closing (and Purchaser has reasonably approvedthe completion of such work), then Seller shall have no further obligations inconnection with such work.

 

**[SIGNATUREPAGES AND EXHIBITS TO FOLLOW]**

 

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**SIGNATUREPAGE TO AGREEMENT OF**

**PURCHASEAND SALE**

**BY ANDBETWEEN**

**VARIOUSAMERIVEST PROPERTIES INC. AFFILIATES**

**AND**

**KOLL/PERLLC**

 

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement on the day and year written below.

 
|                     | **SELLER**:                         |
|--------------------------|-------------------------------------|
|                     |                                |
|                     | **AMERIVEST SHERIDAN CENTER INC.,** |
|                     | a Colorado corporation              |
|                     |                                |
|                     |                                |
| Date executed by Seller: |                                |
| July 17, 2006            | By:                                 | /s/ Charles K. Knight |   |
|                     | Name:                               | Charles K. Knight |
|                     | Title:                              | Chief Executive Officer |
|                     |                                |
|                     |                                |
|                     | **AMERIVEST ARROWHEAD INC.,**       |
|                     | an Arizona corporation              |
|                     |                                |
|                     |                                |
| Date executed by Seller: |                                |
| July 17, 2006            | By:                                 | /s/ Charles K. Knight |   |
|                     | Name:                               | Charles K. Knight |
|                     | Title:                              | Chief Executive Officer |
|                     |                                |
|                     |                                |
|                     | **AMERIVEST KELLOGG INC.,**         |
|                     | a Colorado corporation              |
|                     |                                |
|                     |                                |
| Date executed by Seller: |                                |
| July 17, 2006            | By:                                 | /s/ Charles K. Knight |   |
|                     | Name:                               | Charles K. Knight |
| [Signatures Continued]   | Title:                              | Chief Executive Officer |

 

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|                     | **AMERIVEST PARKWAY INC.,**      |
|--------------------------|----------------------------------|
|                     | a Texas corporation              |
|                     |                             |
|                     |                             |
| Date executed by Seller: |                             |
| July 17, 2006            | By:                              | /s/ Charles K. Knight |   |
|                     | Name:                            | Charles K. Knight |
|                     | Title:                           | Chief Executive Officer |
|                     |                             |
|                     |                             |
|                     | **AMERIVEST CENTERRA INC.,**     |
|                     | a Colorado corporation           |
|                     |                             |
|                     |                             |
| Date executed by Seller: |                             |
| July 17, 2006            | By:                              | /s/ Charles K. Knight |   |
|                     | Name:                            | Charles K. Knight |
|                     | Title:                           | Chief Executive Officer |
|                     |                             |
|                     |                             |
|                     | **AMERIVEST BLACK CANYON INC.,** |
|                     |  an Arizona corporation     |
|                     |                             |
|                     |                             |
| Date executed by Seller: |                             |
| July 17, 2006            | By:                              | /s/ Charles K. Knight |   |
|                     | Name:                            | Charles K. Knight |
|                     | Title:                           | Chief Executive Officer |
|                     |                             |
|                     |                             |
|                     | **AMERIVEST SCOTTSDALE INC.,**   |
|                     | an Arizona corporation           |
|                     |                             |
|                     |                             |
| Date executed by Seller: |                             |
| July 17, 2006            | By:                              | /s/ Charles K. Knight |   |
|                     | Name:                            | Charles K. Knight |
| [Signatures Continued]   | Title:                           | Chief Executive Officer |

 

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|                     | **AMERIVEST GREENHILL INC.,**      |
|--------------------------|------------------------------------|
|                     | a Texas corporation                |
|                     |                               |
|                     |                               |
| Date executed by Seller: |                               |
| July 17, 2006            | By:                                | /s/ Charles K. Knight |   |
|                     | Name:                              | Charles K. Knight |
|                     | Title:                             | Chief Executive Officer |
|                     |                               |
|                     |                               |
|                     | **AMERIVEST CAMELBACK INC.,**      |
|                     | an Arizona corporation             |
|                     |                               |
|                     |                               |
| Date executed by Seller: |                               |
| July 17, 2006            | By:                                | /s/ Charles K. Knight |   |
|                     | Name:                              | Charles K. Knight |
|                     | Title:                             | Chief Executive Officer |
|                     |                               |
|                     |                               |
|                     | **AMERIVEST HACKBERRY INC.,**      |
|                     | a Texas corporation                |
|                     |                               |
|                     |                               |
| Date executed by Seller: |                               |
| July 17, 2006            | By:                                | /s/ Charles K. Knight |   |
|                     | Name:                              | Charles K. Knight |
|                     | Title:                             | Chief Executive Officer |
|                     |                               |
|                     |                               |
|                     | **AMERIVEST BUILDINGS TEXAS INC.** |
|                     | a Texas corporation                |
|                     |                               |
|                     |                               |
| Date executed by Seller: |                               |
| July 17, 2006            | By:                                | /s/ Charles K. Knight |   |
|                     | Name:                              | Charles K. Knight |
| [Signatures Continued]   | Title:                             | Chief Executive Officer |

 

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|                     | **AMERIVEST  OAK LAWN INC.,**         |
|--------------------------|---------------------------------------|
|                     | a Texas corporation                   |
|                     |                                  |
|                     |                                  |
| Date executed by Seller: |                                  |
| July 17, 2006            | By:                                   | /s/ Charles K. Knight |   |
|                     | Name:                                 | Charles K. Knight |
|                     | Title:                                | Chief Executive Officer |
|                     |                                  |
|                     |                                  |
|                     | **PURCHASER**:                        |
|                     | ** **                            |
|                     | KOLL/PER LLC,                         |
|                     | a Delaware  limited liability company |
|                     |                                  |
|                     |                                  |
|                     | By:                                   | The Koll  Company, LLC, a Delaware |
|                     |                                  | limited  liability company, its Manager |
|                     |                                  |
|                     |                                  | By: | /s/ Bryan McGowan |   |
|                     |                                  | Name: | Bryan McGowan |
|                     |                                  | Title: | Member |
|                          |                                       |  |  |  |  |  |  |

 

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**JOINDERBY ESCROW AGENT**

 

Escrow Agent hasexecuted this Agreement in order to confirm that it shall comply with theobligations of Escrow Agent set forth herein.

 

 
|                            | REPUBLIC TITLE  OF TEXAS, INC. |
|---------------------------------|--------------------------------|
|                            |                           |
|                            |                           |
| Date executed by  Escrow Agent: | By:                            | /s/ Janine N.  Barber |   |
|                            | Name:                          | Janine N. Barber |
| July 18, 2006                   | Title:                         | Senior Vice  President |

 

**JOINDERBY AMERIVEST PROPERTIES INC.**

 

The undersigned joins in the execution and delivery ofthis Agreement for the sole purpose of (i) evidencing its agreement toindemnify and defend and hold the Purchaser and the Property harmless for, fromand against any and all claims, causes of action, liabilities and expenses(including reasonable attorneys’ fees), but subject to the limitation set forthbelow, arising as a result of any shareholder of the applicable Seller or theundersigned challenging the consummation of the transactions contemplatedhereby within the first ninety (90) days following each applicable Closing; and(ii) representing and warranting to Purchaser that, to the undersigned’s actualknowledge, as the sole shareholder of each Seller, the descriptions of theProperty contained in the SEC filings made by the undersigned are true andcorrect in all material respects as of the Effective Date.

 

The undersigned’s aggregate maximum liability arisingunder the foregoing indemnity or for the breach of the foregoing representationand warranty shall be limited to six percent (6%) of the applicable PurchasePrice for each Property, and the representation and warranty set forth aboveshall survive each applicable Closing for the first ninety (90) days followingeach applicable Closing.

 
|                       | AMERIVEST  PROPERTIES INC. |
|----------------------------|----------------------------|
|                       | a Maryland  Corporation    |
|                       |                       |
| Date executed by           | By:                        | /s/ Charles K.  Knight |   |
| AmeriVest  Properties Inc. | Name:                      | Charles K.  Knight |
| July 17, 2006              | Title:                     | Chief Executive  Officer |

 

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**SCHEDULE1**

 

(a)           $[***] for the Sheridan Center Property;

(b)           $[***] for the Arrowhead Fountains Property;

(c)           $[***] for the Kellogg Building Property;

(d)           $[***] for the Parkway Centre II Property;

(e)           $[***] for the Centerra Property;

(f)            $[***] for the Southwest Gas Building Property;

(g)           $[***] for the Scottsdale Norte Property;

(h)           $[***] for the Greenhill Park Property;

(i)            $[***] for the Camelback Lakes Property;

(j)            $[***] for the Hackberry View Property;

(k)           $[***] for the Parkway Center III Property; and

(l)            $[***] for the Hampton Court Property.

 

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[***] The confidential portion of thisAgreement has been omitted and filed separately with the Securities andExchange Commission.

 

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**SCHEDULE2**

 

(a)           $[***] for theSheridan Center Property;

(b)           $[***] for theArrowhead Fountains Property;

(c)           $[***] for the KelloggBuilding Property;

(d)           $[***] for the ParkwayCentre II Property;

(e)           $[***] for theCenterra Property;

(f)            $[***] for theSouthwest Gas Building Property;

(g)           $[***] for theScottsdale Norte Property;

(h)           $[***] for theGreenhill Park Property;

(i)            $[***] for theCamelback Lakes Property;

(j)            $[***] for theHackberry View Property;

(k)           $[***] for the ParkwayCentre III Property;

(l)            $[***] for theHampton Court Property; and

(m)          $[***] as portfolioearnest money (“**Portfolio Earnest Money**”)

 

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[***] The confidential portion of thisAgreement has been omitted and filed separately with the Securities andExchange Commission.

 

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