EX-10.1






AGREEMENT FOR PURCHASE AND SALE




OF REAL PROPERTY AND ESCROW INSTRUCTIONS 




THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) between
GREIT-ONE WORLD TRADE CENTER, L.P., a California limited partnership (“Seller”), and 510 WEST OCEAN
BOULEVARD INVESTORS LLC, a Delaware limited liability company (“Buyer”), is made and entered into
as of the date this Agreement is executed by both Seller and Buyer (the “Effective Date”), with
reference to the following facts:




	 	A.	 	Seller owns certain real property located in Los Angeles County, California and
more specifically described in Exhibit A attached hereto (the “Land”), commonly
known as One World Trade Center and such other assets, as the same are herein
described.






	 	B.	 	Seller desires to sell to Buyer and Buyer desires to purchase from Seller the
Land and the associated assets.





NOW, THEREFORE, in consideration of the mutual covenants, premises and agreements herein contained,
the parties hereto do hereby agree as follows:



1. Purchase and Sale.




	 	1.1	 	The purchase and sale includes, and at Close of Escrow
(hereinafter defined) Seller shall sell, assign, grant and transfer to Buyer,
Seller’s entire right and interest in and to all of the following (hereinafter
sometimes collectively, the “Property”):






The Land, together with all structures, buildings, improvements,
machinery, fixtures, and equipment affixed or attached to the Land and
all easements and rights appurtenant to the Land (all of the foregoing
being collectively referred to herein as the “Real Property”);




	 	1.1.2	 	All leases (the “Leases”), including associated
amendments, with all persons (“Tenants”) leasing the Real Property or any
part thereof or hereafter entered into in accordance with the terms hereof
prior to Close of Escrow, together with all security deposits, other
deposits held in connection with the Leases, Lease guarantees and other
similar credit enhancements providing additional security for such Leases;






	 	1.1.3	 	All tangible and intangible personal property owned by
Seller located on or used in connection with the Real Property, including,
specifically, without limitation, the books and records and leasing files,
equipment, furniture, tools and supplies, and all related





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intangibles including Seller’s interest, if any, in the name
“One World Trade Center” (the “Personal Property”);




	 	1.1.4	 	All service contracts, agreements, warranties and
guaranties relating to the operation of the Property (the “Contracts”); and






	 	1.1.5	 	To the extent transferable, all building permits,
certificates of occupancy and other certificates, permits, licenses and
approvals relating to the Property (the “Permits”).





The Property is currently encumbered by documents securing a loan in the original principal
amount of Ninety Million Dollars ($90,000,000) (the “Loan”) made by LaSalle Bank National
Association (“Lender”), including, without limitation, that certain Deed of Trust, Security
Agreement and Fixture Filing dated July 12, 2005 (the “Mortgage”), and that certain Assignment of
Leases and Rents dated July 12, 2005 (the “Assignment of Leases and Rents”). The Mortgage, the
Assignment of Leases and Rents and all other documents evidencing and/or securing the Loan are
hereinafter collectively referred to as the “Loan Documents”. The Lender’s consent and approval is
required for the assumption of the Loan by Buyer. In connection with such approval, the parties
shall diligently and in good faith attempt to obtain such approval and both parties will supply the
information reasonably requested by Lender with respect to such approval. Except for the payment of
any Loan Assumption Related Fees which Seller shall be responsible for paying to Lender, Buyer
shall, within ten (10) business days after the Effective Date, deliver a package to Lender
containing information regarding Buyer and Buyer’s proposed acquisition of the Property and related
Loan assumption; provided, however, that Buyer’s failure to deliver all of the information required
by Lender within such ten (10) business day period shall not constitute a default by Buyer under
this Agreement. Seller acknowledges that Seller shall pay any assumption fees and any and all other
costs, fees or expenses (other than Buyer’s own legal fees) in connection with attempting to obtain
Lender’s approval of the assumption of the Loan and, if the transaction contemplated by this
Agreement is consummated, in connection with the assumption of the Loan (collectively, the “Loan
Assumption Related Fees”). Buyer and Seller each covenant and agree to use reasonable efforts to
process the Loan assumption request in a timely manner.



2. Purchase Price.




The total Purchase Price of the Property shall be One Hundred Fifty-Six Million Dollars
($156,000,000) (“Purchase Price”) payable as follows:




2.1 Deposit/Further Payments/Down Payment.




	 	2.1.1	 	Concurrent with Opening of Escrow (as hereinafter
defined), Buyer shall deposit into Escrow the amount of $1,000,000 (the
“Deposit”), in the form of a wire transfer payable to Fidelity National Title
Insurance Company (“Escrow Holder” or “Title Company”, as applicable). Escrow
Holder shall place the Deposit into an interest bearing money market account
at a bank or other financial institution reasonably satisfactory to Buyer,
and interest





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thereon shall be credited to Buyer’s account. In the event
that Buyer does not elect to terminate this Agreement during the
Inspection Period, Buyer shall deposit an additional $2,000,000 with
Escrow Holder prior to the expiration of the Inspection Period and
the same shall be added to and for all purposes shall constitute part
of the Deposit. If the transaction contemplated by this Agreement
does not so close, the Deposit shall be disbursed in accordance with
the terms of this Agreement.




	 	2.1.2	 	Buyer shall be entitled to a credit against the Purchase
Price for the outstanding principal balance due and owing to Lender as of the
Close of Escrow. On or before Close of Escrow, Buyer shall deposit into
Escrow the balance of the Purchase Price, by wire transfer payable to Escrow
Holder.





3. Title to Property.




3.1 Title Insurance.




As a condition precedent to Buyer’s obligation to consummate the transaction
contemplated by this Agreement, Title Company must be irrevocably and unconditionally
committed to issuing to Buyer at the Close of Escrow a CLTA standard coverage owner’s
policy in the amount of the Purchase Price (the “Title Policy”). The Title Policy is
to be free and clear of any exceptions or encumbrances except the Permitted
Exceptions (hereafter defined). Seller acknowledges that Buyer will require that the
Title Company issue the Title Policy in the form of an ALTA extended coverage owner’s
policy (1970 Form) and in connection therewith Seller agrees to execute and deliver
to the Title Company an owner’s affidavit in such form as shall be reasonably
required by the Title Company. If requested by the Title Company, Seller further
agrees to execute and deliver to the Title Company a gap indemnity in the faun
customarily required by the Title Company.




3.2 Procedure for Approval of Title.




During the Inspection Period (hereafter defined) Buyer shall review and approve the
Title Documents (hereinafter defined) and the Survey (hereinafter defined), as
updated by Buyer. If the Title Documents or updated Survey reflect or disclose any
defect, exception or other matter affecting the Property (“Title Defects”) that is
unacceptable to Buyer, then prior to the expiration of the Inspection Period, Buyer
shall provide Seller with written notice of Buyer’s objections. If Seller agrees in
writing to cure any title objections, it shall be a condition precedent to Buyer’s
obligation to acquire the Property that Seller cures such title objections prior to
the Close of Escrow. Unless Seller provides written notice to Buyer no later than
three (3) business days prior to the expiration of the Inspection Period that Seller
is unable to cure Buyer’s title objections, Seller shall be deemed to have elected
not to cure or remove Buyer’s title objections. In the event that





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Seller is unwilling or unable to cure or remove Buyer’s title objections,
Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i)
terminate this Agreement and obtain a refund of the Deposit by providing written
notice of termination to Seller before the end of the Inspection Period or (ii) waive
the objections and close this transaction as otherwise contemplated herein. If Seller
agrees to cure a title objection and fails to do so prior to the Close of Escrow,
Seller shall be in default under this Agreement. If Buyer shall fail to terminate
this Agreement during the Inspection Period, all matters shown on the updated Survey
or described in the Title Report, except for monetary liens for indebtedness of the
Seller and any matters the Seller has agreed to cure in writing, shall be deemed
“Permitted Exceptions.” Notwithstanding the foregoing, the Loan Documents shall
constitute Permitted Exceptions.



4. Due Diligence Items.




	 	4.1	 	Prior to the Effective Date Seller has delivered to Buyer each of
the following (together with the items described in Paragraph 4.2, collectively,
the “Due Diligence Items”):





4.1.1 The existing survey of the Property, if any (the “Survey”);




	 	4.1.2	 	A current preliminary title report or title commitment
(the “Title Report”) for the issuance of policy of title insurance to Buyer
from the Escrow Holder, together with copies of all documents constituting
exceptions to the title as reflected in the Title Report (collectively
referred to hereinafter as the “Title Documents”);






	 	4.1.3	 	A list of all contracts, including service contracts,
warranties, management, maintenance, leasing commission or other agreements
affecting the Property, if any, together with copies of the same;






	 	4.1.4	 	True and correct copies of the real estate and personal
property tax statements covering the Property or any part thereof for each
of the two (2) years prior to the current year and, if available, for the
current year;






	 	4.1.5	 	A schedule of all current or pending litigation with
respect to the Property or any part, thereof, if any;






	 	4.1.6	 	Property operating statements for the most recent
two calendar years and the current year to date; and






	 	4.1.7	 	An inventory of all personal property located on the
Property, used in the maintenance of the Property or stored for future use
at the Property and an inventory of all furniture and appliances used in the
units, if any.










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	 	4.2	 	Seller shall make the following available for inspection by Buyer during






ordinary business hours at Seller’s management office:




	 	4.2.1	 	All site plans, leasing plans, as-built plans, drawings,
environmental, mechanical, electrical, structural, soils and similar reports
and/or audits and plans and specifications relative to the Property in the
possession of Seller, if any;






	 	4.2.2	 	The tenant files, books and records relating to the
ownership and





	 	 	 
	operation of the Property; and

	 
	 	 
	4.2.3

	 	Any and all other documents reasonably requested by Buyer but







only to the extent the same are in Seller’s possession or control.



5. Inspections.




Buyer, at its sole expense, shall have the right to conduct feasibility, environmental,
engineering and physical studies or other tests (the “Inspections”) of the Property at any
time during the Inspection Period (hereinafter defined). Buyer, and its duly authorized
agents or representatives, shall be permitted to enter upon the Property at all reasonable
times during the Inspection Period in order to conduct engineering studies, soil tests and
any other inspections and/or tests that Buyer may deem necessary or advisable; provided,
however, that Buyer may not conduct “Phase II” environmental testing or other subsurface
testing without Seller’s prior consent, which may be granted or withheld in Seller’s absolute
discretion. Buyer must arrange all Inspections of the Property with Seller at least two (2)
business days in advance of any Inspections. In the event that the review and/or Inspection
conducted pursuant to this paragraph shows any fact, matter or condition to exist with
respect to the Property that is unacceptable to Buyer, in Buyer’s sole subjective discretion,
then Buyer shall be entitled, as its sole and exclusive remedy, to (1) terminate this
Agreement and obtain a refund of the Deposit, or (2) waive the objection, and close the
transaction as otherwise contemplated herein. Buyer agrees to promptly discharge any liens
that may be imposed against the Property as a result of the Inspections and to defend,
indemnify and hold Seller harmless from all, claims, suits, losses, costs, expenses
(including without limitation court costs and attorneys’ fees), liabilities, judgments and
damages incurred by Seller as a result of any Inspections; provided, however, that Buyer
shall not be responsible for any pre-existing conditions identified at the Property or any
matters arising from the acts or omissions of Seller or any of its representatives or agents.



5.1 Approval.




	 	5.1.1	 	Buyer shall have thirty (30) days after the Effective
Date (“Inspection Period”) to approve or disapprove the Inspections. If
Buyer shall fail to notify Seller and Escrow Holder of its disapproval of
the Inspections in writing within the Inspection Period, Buyer shall be
deemed to have elected to consummate the





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transaction contemplated by this Agreement subject to the
provisions of this Agreement including, without limitation, the
satisfaction of all of Buyer’s conditions precedent to the Close of
Escrow. If Buyer shall disapprove the Inspections within the
Inspection Period, this Agreement and the Escrow shall thereupon be
terminated, the Deposit shall be refunded to Buyer, Buyer shall not be
obligated to purchase the Property, Seller shall not be obligated to
sell the Property to Buyer and the parties shall be relieved of any
further obligation to each other with respect to the Property, except
as provided in Paragraph 5.




	 	5.1.2	 	Notwithstanding anything to the contrary contained
herein, Buyer hereby agrees that, in the event this Agreement is terminated
for any reason, then Buyer shall promptly and at its sole expense return to
Seller all Due Diligence Items which have been delivered by Seller to Buyer
in connection with the Inspections, along with copies of all reports,
drawings, plans, studies, summaries, surveys, maps and other data prepared
by third parties relating to the Property, without any representations or
warranties and subject to restrictions on Buyer’s ability to make any such
materials available to Seller that are imposed in any agreement with a third
party consultant preparing any such reports or materials (“Buyer’s
Reports”). Buyer shall cooperate with Seller at no expense to Buyer in order
to obtain a waiver of any such limitations.






	 	5.1.3	 	Notwithstanding any contrary provision of this
Agreement, Buyer acknowledges that Seller is not representing or warranting
that any of the Due Diligence Items prepared by third parties are accurate
or complete, such as the Survey, engineering reports and the like. Seller
advises Buyer to independently verify the facts and conclusions set forth
therein, provided however, Seller warrants that it has no knowledge of any
material errors or misstatements in such information regarding the Property.
The definition of Seller’s knowledge in the preceding sentence shall be the
definition used at the end of Paragraph 7.1 to define Seller’s knowledge.





6. Escrow.




6.1 Opening.




The purchase and sale of the Property shall be consummated through an escrow
(“Escrow”) to be opened with Escrow Holder within two (2) business days after the
Effective Date. Escrow shall be deemed to be opened as of the date fully executed
copies (or counterparts) of this Agreement are delivered to Escrow Holder by Buyer
and Seller (“Opening of Escrow”). This Agreement shall be considered as the Escrow
instructions between the parties, with such further instructions as Escrow Holder
shall require in order to clarify its duties and



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responsibilities. If Escrow Holder shall require further Escrow instructions,
Escrow Holder may prepare such instructions on its usual form. Such further instructions
shall be promptly signed by Buyer and Seller and returned to Escrow Holder within three
(3) business days of receipt thereof. In the event of any conflict between the terms and
conditions of this Agreement and such further instructions, the terms and conditions of
this Agreement shall control.




6.2 Close of Escrow.




	 	6.2.1	 	Escrow shall close (the “Close of Escrow” or “Closing”) on or before
the date that is the earlier of (a) ten (10) days after the date that Lender
provides written notice of its approval of Buyer’s assumption of the Loan (as
described in Paragraph 9.5), and (b) thirty (30) days after the expiration of the
Inspection Period; provided, however, that if Lender has not previously denied in
writing its approval of the contemplated assumption of the Loan by Buyer, then
either party shall have the right to extend the Close of Escrow for up to two (2)
additional periods of thirty (30) days each. Notwithstanding the foregoing, a
party shall not have the right to elect to exercise one of the options to extend
the Close of Escrow if the exercising party is not working in good faith to
process the Loan assumption.	 





	 	 	 
	6.3Buyer Required to Deliver.

	 	

	 
	 	 
	 

	 
	 	 
	Buyer shall deliver to Escrow the following:

	 
	 	 
	6.3.1

	 	Concurrently with the Opening of Escrow, the Deposit;







	 	6.3.2	 	On or before Close of Escrow, the payment required by Paragraph
2.1.2;	 






	 	6.3.3	 	On or before Close of Escrow, such other documents as Title Company
may require from Buyer in order to issue the Title Policy;	 






	 	6.3.4	 	An original counterpart executed by Buyer of an assignment and
assumption agreement (the “Assignment and Assumption Agreement”) in substantially
the form attached hereto as Exhibit B, whereby Seller assigns and
conveys to Buyer all of Seller’s right, title and interest in and to the Leases
and the Contracts	 





6.3.5 The Closing Statement approved by Seller




	 	6.3.6	 	An original counterpart executed by Buyer of the documents Lender
requires to be executed and delivered in connection with the assumption of the
Loan (the “Loan Assumption Documents”) by Buyer.	 





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6.4 Seller Required to Deliver.




On or before Close of Escrow, Seller shall deliver to Escrow the following:




	 	6.4.1	 	A duly executed and acknowledged grant deed, conveying fee title to the
Property in favor of Buyer in the form attached hereto as Exhibit F (the
“Deed”);	 






	 	6.4.2	 	An executed certificate of non-foreign status and an executed CA Form
593;	 






	 	6.4.3	 	A bill of sale of the Personal Property, if any, without warranty, in
favor of Buyer and duly executed by Seller, in substantially the form attached
hereto as Exhibit C;	 






	 	6.4.4	 	An original counterpart executed by Seller of the Assignment and
Assumption Agreement;	 






	 	6.4.5	 	Such other documents as Title Company may reasonably require from Seller
in order to issue the Title Policy;	 






	 	6.4.6	 	A letter from Seller addressed to each Tenant informing such Tenant of the
change in ownership and directing that future rent payments be made to Buyer;	 





6.4.7 The Closing Statement approved by Buyer;




	 	6.4.8	 	An original counterpart of the Loan Assumption Documents required to be
executed by Seller; and	 






	 	6.4.9	 	A Guaranty executed by G REIT, INC., a Maryland corporation (“G REIT”).	 





On the Close of Escrow, Seller shall deliver to Buyer at the Property the following:




	 	6.4.10	 	All keys to all buildings and other improvements located on the Property,
combinations to any safes thereon, and security devices therein in Seller’s
possession;	 






	 	6.4.11	 	All records and files relating to the management or operation of the Property,
including, without limitation, all insurance policies, all security contracts, all
tenant files (including correspondence), property tax bills, and all calculations used
to prepare statements of rental increases under the Leases and statements of common
area charges, insurance, property taxes and other charges which are paid by tenants of
the Project; and	 





	 	 	 
	6.5Buyer’s Costs.

	 	

	 
	 	 
	 

	 
	 	 
	Buyer shall pay the following:

	 
	 	 
	6.5.1

6.5.2

	 	One-half (1/2) of Escrow Holder’s costs and expenses;

The cost of any update to the Survey obtained by Buyer;







	 	6.5.3	 	The ALTA portion of the premium for the Title Policy plus the cost of
all endorsements requested by Buyer; and	 






	 	6.5.4	 	All other costs customarily borne by purchasers of real property in Los
Angeles County, California;	 





6.6 Seller’s Costs.




Seller shall pay the following:




	 	6.6.1	 	All of the Escrow Holder’s fees and one-half (1/2) of Escrow Holder’s
costs and expenses;	 






	 	6.6.2	 	All transfer taxes due in connection with the transaction contemplated
by this Agreement;	 






	 	6.6.3	 	The CLTA portion of the premium for the Title Policy plus the cost of
all title curative endorsements requested by Seller;	 






	 	6.6.4	 	All other costs not itemized above which are customarily borne by
sellers of real property in Los Angeles County, California; and	 





6.6.5 The Loan Assumption Related Fees.




6.7 Prorations.




	 	6.7.1	 	Items to be Prorated. The following shall be prorated between Seller and
Buyer as of the Close of Escrow with the Buyer being deemed the owner of the Property
as of the Close of Escrow:	 





(a) Taxes and Assessments. All non-delinquent real property
taxes, assessments and other governmental impositions of any kind or nature,
including, without limitation, any special assessments or similar charges
(collectively, “Taxes”), which relate to the tax year within which the Closing
occurs based upon the actual number of days in the tax year. With respect to
any portion of the Taxes which are payable by any Tenant directly to the
authorities, no proration or adjustment shall be made. The proration for Taxes
shall be based upon the most recently issued tax bill for the Property. If the
most recent tax bill is not for the



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current tax year then the amount of the prior year’s taxes (increased by two percent (2%))
shall be used for proration purposes. The parties shall then reprorate within thirty (30) days of
the receipt of the tax bill for the current tax year. Upon the Close of Escrow and subject to the
adjustment provided above, Buyer shall be responsible for real estate taxes and assessments on the
Property payable from and after the Close of Escrow. In no event shall Seller be charged with or be
responsible for any increase in the taxes or assessments on the Property resulting from the sale of
the Property or from any improvements made or leases entered into after the Close of Escrow. With
respect to all periods prior to the year of the Close of Escrow for which Seller has paid Taxes,
Seller hereby reserves the right to institute or continue any proceeding or proceedings for the
reduction of the assessed valuation of the Property. Seller shall not settle any such proceeding
without Buyer’s prior written approval. Seller shall jointly with Buyer control the progress of,
and make decisions with respect to, such proceedings and Seller shall provide Buyer with copies of
all communications with the taxing authorities. All net tax refunds and credits attributable to any
period prior to the Close of Escrow which Seller has paid or for which Seller has given a credit to
Buyer shall belong to and be the property of Seller, provided, however, that any such refunds and
credits that are the property of Tenants under Leases shall be promptly remitted by Seller directly
to such Tenants or to Buyer for the credit of such Tenants. All net tax refunds and credits
attributable to any period subsequent to the Close of Escrow shall belong to and be the property of
Buyer. Buyer agrees to cooperate with Seller in connection with the prosecution of any such
proceedings and to take all steps, whether before or after the Close of Escrow, as may be necessary
to carry out the intention of this subparagraph, including the delivery to Seller, upon demand, of
any relevant books and records, including receipted tax bills and cancelled checks used in payment
of such taxes, the execution of any and all consent or other documents, and the undertaking of any
acts necessary for the collection of such refund by Seller. Buyer agrees that, as a condition to
the transfer of the Property by Buyer, Buyer will cause any transferee to assume the obligations
set forth herein.



(b) Rents. Buyer will receive a credit at Closing for all rents collected by Seller
prior to the Closing that are attributed to the month in which the Closing occurs. Such rents shall
be prorated based upon the period of Buyer’s ownership and the actual number of days in the month.
No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due
from Tenants until these sums are paid, and Seller shall retain the right to collect any such rent
provided Seller does not sue to



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evict any tenants or terminate any Tenant Leases. Buyer shall cooperate with Seller after
Closing to collect any rent under the Tenant Leases which has accrued as of the Closing; provided,
however, Buyer shall not be obligated to sue any Tenants or exercise any legal remedies under the
Tenant Leases or to incur any expense over and above its own regular collection expenses. All
payments collected from Tenants after Closing whether by Seller or Buyer shall first be applied to
the month in which the Closing occurs, then to any rent due to Buyer for the period after Closing
and finally to any rent due to Seller for the period prior to Closing.



(c) CAM Charges. To the extent that Tenants are reimbursing the landlord for
common area maintenance and other operating expenses (collectively, “CAM Charges”), CAM Charges
shall be prorated at Closing and again subsequent to Closing, as of the date of Closing on a
lease-by-lease basis with each party being entitled to receive a portion of the CAM Charges payable
under each Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to
the actual CAM Charges incurred during the party’s respective periods of ownership of the Property
during the CAM Lease Year. As used herein, the term “CAM Lease Year” means the twelve (12) month
period as to which annual CAM Charges are owed under each Lease. Five (5) days prior to Closing the
Seller shall submit to Buyer an itemization of its actual CAM Charges operating expenses through
such date and the amount of CAM Charges received by the Seller as of such date, together with an
estimate of CAM Charges operating expenses to be incurred through, but not including, the Close of
Escrow, but only to the extent such estimate is included in Operating Expenses as described in
subparagraph (d) of this Paragraph 6.7.1. In the event that the Seller has received prior to
Closing CAM Charges payments in excess of its actual CAM Charges operating expenses, the Buyer
shall be entitled to receive a credit at Closing for the excess. In the event that the Seller has
received CAM Charges payments less than its actual CAM Charges operating expenses, to the extent
that the Leases provide for a “true up” at the end of the CAM Lease Year, the Seller shall be
entitled to receive any deficit but only after the Buyer has received any true up payment from the
Tenant. Upon receipt by either party of any CAM Charge true up payment from a Tenant, the party
receiving the same shall provide to the other party its allocable share of the “true up” payment
within ten (10) days of the receipt thereof.



(d) Operating Expenses. All operating expenses (including all charges under
the service contracts and agreements assumed by Buyer) shall be prorated, and as to each service



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provider, operating expenses payable or paid to such service provider in respect to the
billing period of such service provider in which the Close of Escrow occurs (the “Current Billing
Period”), shall be prorated on a per diem basis based upon the number of days in the Current
Billing Period prior to the Close of Escrow and the number of days in the Current Billing Period
from and after the Close of Escrow, and assuming that all charges are incurred uniformly during the
Current Billing Period. If actual bills for the Current Billing Period are unavailable as of the
Close of Escrow, then such proration shall be made on an estimated basis based upon the most
recently issued bills, subject to readjustment upon receipt of actual bills.



(e) Security Deposits; Prepaid Rents. Buyer shall receive a credit at Closing
for all prepaid rents and other tenant charges and security deposits (including any portion thereof
which may be designated as prepaid rent) under Tenant Leases. Buyer shall assume full
responsibility for all security deposits to be refunded to the Tenants under the Tenant Leases (but
only to the extent the same were credited to Buyer at Closing and are required to be refunded by
the terms of such Tenant Leases). In the event that any security deposits are in the form of
letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller will,
at Seller’s sole cost and expense, at Closing cause Buyer to be named as beneficiary under the
Non-Cash Security Deposits and, in the event that the Buyer cannot be named the beneficiary under
the Non-Cash Security Deposits as of the Close of Escrow, Seller shall deliver to Buyer at Close of
Escrow all of such Non-Cash Security Deposits, together with the appropriate transfer forms duly
executed as required to transfer the same to Buyer along with any fees required to effectuate the
transfer. Seller shall be required to notify Buyer in writing prior to expiration of the Inspection
Period if any security deposits have been applied by Seller and Seller shall have no right to apply
any security deposits following the expiration of the Inspection Period.



(f) Leasing Costs. Seller shall receive a credit at the Closing for all
leasing costs, including tenant improvement costs and allowances, and its pro-rata leasing
commissions, previously paid by Seller in connection with any Lease or modification to an existing
Tenant Lease which was entered into after the Effective Date and which is approved or deemed
approved by Buyer pursuant to this Agreement, which approval included approval of the tenant
improvement costs. The Seller’s pro-rata share shall be equal to a fraction which has as its
numerator the number of months left in the base term of the Lease after the Close of Escrow and
which has as its denominator the number of months in the base



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term of the Lease. Seller shall pay for all tenant improvement allowances and
leasing commissions with respect to the premises for which Leases have been executed
as of the Effective Date, to the extent that such improvement allowances and leasing
commissions are unpaid as of the Close of Escrow. Buyer shall receive a credit at
Closing for the amount and extent that Seller has not paid any outstanding tenant
improvement cost and allowances or leasing commissions due in connection with the
Leases in effect as of the Effective Date.




(g) Percentage Rent. Any percentage rents due or paid under any of the
Leases (“Percentage Rent”) shall be prorated between Buyer and Seller outside of
Closing as of the Close of Escrow on a Lease-by-Lease basis, as follows; (a) Seller
shall be entitled to receive the portion of the Percentage Rent under each Lease for
the Lease Year in which Closing occurs, which portion shall be the ratio of the
number of days of said Lease Year in which Seller was Landlord under the Lease to the
total number of days in the Lease Year, and (b) Buyer shall receive the balance of
Percentage Rent paid under each Lease for the Lease Year. As




used herein, the “Lease Year” means the twelve (12) month




period as to which annual Percentage Rent is owed under each Lease. Upon receipt by
either Buyer or Seller of any gross sales reports (“Gross Sales Reports”) and any
full or partial payment of Percentage Rent from any tenant of the Property, the party
receiving the same shall provide to the other party a copy of the Gross Sales Report
and a check for the other party’s prorata share of the Percentage Rent within five
(5) days of the receipt thereof. In the event that the Tenant only remits a partial
payment, then the amount to be remitted to the other party shall be its prorata share
of the partial payment. Nothing contained herein shall be deemed or construed to
require either Buyer or Seller to pay to the other party its prorata share of the
Percentage Rent prior to receiving the Percentage Rent from the Tenant, and the
acceptance or negotiation of any check for Percentage Rent by either party shall not
be deemed a waiver of that party’s right to contest the accuracy or amount of the
Percentage Rent paid by the Tenant.




	6.7.2	 	Calculation; Reproration. Seller shall prepare and deliver to Buyer no later than
five (5) days prior to the Close of Escrow an estimated closing statement which shall set
forth the costs payable under subsection (d) and the prorations and credits provided for in
this section and subsection (e) and elsewhere in this Agreement. The estimated closing
statement shall contain detailed supporting schedules and any other documentation reasonably
required by Buyer for items which are being prorated. Any item which cannot be finally
prorated because of the unavailability of information





12





shall be tentatively prorated on the basis of the best data then available and
adjusted when the information is available in accordance with this subparagraph.
Buyer shall notify Seller within two (2) days after its receipt of such estimated
closing statement of any items which Buyer disputes, and the parties shall attempt in
good faith to reconcile any differences not later than one (1) day before the Close
of Escrow. The estimated closing statement as adjusted as aforesaid and approved in
writing by the parties (which shall not be withheld if prepared in accordance with
this Agreement) shall be referred to herein as the “Closing Statement”. If the
prorations and credits made under the Closing Statement shall prove to be incorrect
or incomplete for any reason, then either party shall be entitled to an adjustment to
correct the same; provided, however, that any adjustment shall be made, if at all,
within ninety (90) days after the Close of Escrow (except with respect to CAM Charges
and Taxes, in which case such adjustment shall be made within thirty (30) days after
the information necessary to perform such adjustment is available), and if a party
fails to request an adjustment to the Closing Statement by a written notice delivered
to the other party within the applicable period set forth above (such notice to
specify in reasonable detail the items within the Closing Statement that such party
desires to adjust and the reasons for such adjustment), then the prorations and
credits set forth in the Closing Statement shall be binding and conclusive against
such party.




	6.7.3	 	Items Not Prorated. Seller and Buyer agree that (a) on the Close of Escrow, other
than the Loan, the Property will not be subject to any financing arranged by Seller; (b) none
of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall
be responsible for arranging for its own insurance as of the Close of Escrow; and (c)
utilities, including telephone, electricity, water and gas, shall be read on the Close of
Escrow and Buyer shall be responsible for all the necessary actions needed to arrange for
utilities to be transferred to the name of Buyer on the Close of Escrow, including the posting
of any required deposits and Seller shall be entitled to recover and retain from the providers
of such utilities any refunds or overpayments to the extent applicable to the period prior to
the Close of Escrow, and any utility deposits which it or its predecessors may have posted.
Accordingly, there will be no prorations for insurance or utilities. In the event a meter
reading is unavailable for any particular utility, such utility shall be prorated in the
manner provided in subparagraph (1)(e) above.






Interest and any required principal payments due in the month of Closing on the Loan
shall be ratably prorated. Seller shall receive



13





a credit in the amount of any impounds or deposits with Lender
if the same are assigned to Buyer at Closing.




	 	6.7.4	 	Indemnification. Buyer and Seller shall each
indemnify, protect, defend and hold the other harmless from and against any
claim in any way arising from the matters for which the other receives a
credit or otherwise assumes responsibility pursuant to this Paragraph. The
provisions of this Paragraph 6.7.4 shall survive the Close of Escrow for
twelve (12) months.





6.7.5 Survival. This Paragraph shall survive the Close of Escrow.



6.8 Determination of Dates of Performance.




Promptly after delivery to Buyer of the Title Report, Escrow Holder shall prepare
and deliver to Buyer and Seller a schedule which shall state each of the following
dates:



6.8.1 The date of Opening of Escrow pursuant to Paragraph 6.1;



6.8.2 The date of receipt of the Title Report by Buyer;




	 	6.8.3	 	The date by which title must be approved by Buyer
pursuant to Paragraph 3.2;






	 	6.8.4	 	The date by which the Inspections must be approved
by Buyer pursuant to Paragraph 5.1.1;






	 	6.8.5	 	The date by which the amounts described in Paragraph 2
must be deposited by Buyer, for which determination Escrow Holder shall
assume satisfaction of the condition expressed in Paragraph 2 on the last
date stated for its satisfaction; and





6.8.6 The date of Close of Escrow pursuant to Paragraph 6.2.




If any events which determine any of the aforesaid dates occur on a date other than
the date specified or assumed for its occurrence in this Agreement, Escrow Holder
shall promptly redetermine as appropriate each of the dates of performance in the
aforesaid schedule and notify Buyer and Seller of the dates of performance, as
redetermined.



7. Representations, Warranties, and Covenants.




	 	7.1	 	Representations of Seller. Seller hereby represents
and warrants as of the date hereof and as of Closing to Buyer as follows:






	 	7.1.1	 	Seller is a limited partnership duly formed and
validly existing under the laws of the State of California. Subject to
receipt of the





14




approval of the board of directors of G REIT, Inc., described in
Paragraph 25 of this Agreement, Seller has full power and authority to
enter into this Agreement, to perform this Agreement and to consummate the
transactions contemplated hereby. This Agreement is a legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with
its terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws affecting the
rights of creditors generally.




	 	7.1.2	 	Seller is not a “foreign person” within the meaning of Section 1445(f)
of the Internal Revenue Code of 1986, as amended (the “Code”)	 






	 	7.1.3	 	All of the Leases (including the amount of any security deposit being
maintained by Seller with respect to’ each Lease) relating to the Property are
described on Exhibit G attached hereto and Seller has not entered into any
modification or amendment of any Lease except as set forth on Exhibit G
attached hereto. For those Leases for which Buyer receives an acceptable
estoppel certificate from the applicable tenant prior to Closing, the
representation and warranty made in the preceding sentence shall be deemed to have
been made to the knowledge of Seller. Except as disclosed on Exhibit H, no
default by any Tenant exists under any of the Leases and, to Seller’s knowledge, no
default by Seller exists or is claimed to exist under any Lease. There are no
written or oral leases or tenancies or other occupancy arrangements of any kind or
nature whatsoever affecting the Property other than the Leases.	 






	 	7.1.4	 	To Seller’s knowledge, Seller has received no written notice from any
governmental authority of any violation of applicable laws, ordinances or
regulations related to the Property or the occupancy thereof which have not been
heretofore corrected.	 






	 	7.1.5	 	Except as disclosed on Exhibit H, to Seller’s knowledge, there
are no claims, causes of action, lawsuits or legal proceedings pending or
threatened, against Seller regarding the ownership, use or possession of the
Property, including without limitation condemnation or similar proceedings.	 






	 	7.1.6	 	To Seller’s knowledge, there are no contracts or agreements which will
survive Closing and be binding upon Buyer or the Property except for the Leases,
the Contracts, the Permitted Exceptions and as disclosed on Exhibit H. To
Seller’s knowledge, no defaults exist under any of such contracts or agreements.	 










15




	 	7.1.7	 	To Seller’s knowledge, Seller has not received any written notice alleging
that the Property is in violation of any applicable Environmental Laws or contains any
Hazardous Materials. Except for normal amounts of cleaning and copying-related
materials in the ordinary course of business, neither Seller nor, to Seller’s
knowledge, any other party has used or stored Hazardous Materials at the Property.
“Hazardous Materials” shall mean any asbestos, flammable substances, explosives,
radioactive materials, mold, PCB laden oil, hazardous waste, pollutants, contaminates,
toxic substances, pollution or related materials specified as such in, or regulated
under any federal, state or local laws, ordinances, rules, regulations or policies
governing use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of such materials (collectively, “Environmental Laws”),
including, without limitation to Section 9601 of Title 42 of the United States Code.	 






	 	7.1.8	 	Neither Seller nor any holder of an interest in Seller is a “party in interest”
to any employee benefit plans, and the Property is not an asset of an employee benefit
plan covered under Part 4 of Title 1 of the Employee Retirement Income Security Act of
1974, as amended (ERISA), or as defined in Section 49, 75(e)(1) of the Internal Revenue
Code of 1986, as amended. For purposes of the foregoing, the term “party in interest”
shall have the meaning assigned to such term in Section 3(14) of ERISA.	 






	 	7.1.9	 	As used herein, “Anti-Terrorism Law” is defined as any law relating to
terrorism, anti-terrorism, money-laundering or anti-money laundering activities,
including Executive Order No. 13224 and Title 3 of the USA Patriot Act. As used herein
“Executive Order No. 13224” is defined as Executive Order No. 13224 on Terrorist
Financing effective September 24, 2001, and relating to “Blocking Property and
Prohibiting Transactions With Persons Who Commit, or Support Terrorism.” “Prohibited
Person” is defined as (i) a person or entity that is listed in the Annex to Executive
Order 13224; (ii) a person or entity with whom Seller or Buyer is prohibited from
dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; or (iii) a
person or entity that is named as a “specially designated national and blocked person”
on the most current list published by the U.S. Treasury Department Office of Foreign
Assets Control at its official website, http://www.treas.gov/ofac/t11sdn.pdf or at any
replacement website or other official publication of such list. “USA Patriot Act” is
defined as the “Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001” (Public Law 107-56). Seller
hereby represents and warrants that Seller is not:	 





16





(i) in violation of any Anti-Terrorism Law;



(ii) conducting any business or engaging in any transaction or dealing with any
Prohibited Person, including the making or receiving of any contribution of funds, goods
or services to or for the benefit of any Prohibited Person;



(iii) dealing in, or otherwise engaging in any transaction relating to, any
property or interest in property blocked pursuant to Executive Order No. 13224;



(iv) engaging in or conspiring to engage in any transaction that evades or avoids,
or has the purpose of evading or avoiding, or attempts to violate any of the
prohibitions set forth in any Anti-Terrorism Law; or



(v) a Prohibited Person, nor are any of its partners, members, managers, officers
or directors a Prohibited Person.




	 	7.1.10	 	Seller is not a person or entity described by Section 1 of the Executive Order (No.
13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), and does not
engage in any dealings or transactions, and is not otherwise associated, with any such
persons or entities or any forbidden entity. A “forbidden entity” is defined as (i) the
governments of Cuba, Iran, North Korea, Myanmar, Syria and Sudan (each, a “Prohibited
Country”) and any of their agencies, including but not limited to political units and
subdivisions (each, a “Prohibited Government”); (ii) any company that (1) is wholly or
partially managed or controlled by a Prohibited Government, (2) is established, organized
under, or whose principal place of business is in any Prohibited Country, (3) has failed
to submit an affidavit following request therefor averring that it does not own or control
any property or asset in and has not and does not transact business with any Prohibited
Country; and (iii) any publicly traded company identified by an independent researcher
specializing in global security as (1) owning or controlling property or assets or having
employees or facilities located in, (2) providing goods or services to or obtaining goods
or services from, (3) having distribution agreements with, issuing credits or loans to or
purchasing bonds or commercial paper issued by, or (4) investing in any Prohibited Country
or any company domiciled in any Prohibited Country. For purposes of this section, a
“company” is any entity whether publicly traded or privately owned capable of affecting
commerce, including but not limited to, a government, government agency, natural person,
legal person, sole proprietorship, partnership, firm, corporation, subsidiary, affiliate,	 





17





franchisor, franchisee, joint venture, trade association,
financial institution, utility, public franchise, provider of
financial services, trust, or enterprise and any association thereof.



As used in this Agreement, the phrase “to Seller’s knowledge” or words of similar import shall
mean the actual knowledge, without investigation, of Robert Munson who Seller represents and
warrants is the individual at Seller and G REIT, Inc., most knowledgeable about the Property and
the matters that are the subject of the representations and warranties set forth above. Seller
shall not be in default under this Agreement if any of the representations and warranties set forth
above first become untrue or incorrect after the Effective Date through no act or omission on the
part of Seller and Buyer shall nonetheless be required to consummate the transaction contemplated
by this Agreement unless the change to Seller’s representations or warranties has an impact of at
least Five Hundred Thousand Dollars ($500,000) (“Material Adverse Change”) on the purchase price of
the Property, as determined, if the parties are unable to agree, by a mutually acceptable third
party appraiser. If a Material Adverse Change occurs, Buyer shall have the right, as its sole
remedy, to either (i) terminate this Agreement in which the case the Deposit shall be returned to
Buyer or (ii) consummate the transaction as contemplated under this Agreement without any reduction
in the Purchase Price.




7.2 Covenants of Seller. Seller hereby covenants as follows:




	 	7.2.1	 	Seller shall maintain and repair the Property between
the Effective Date and the Closing so as to cause the same to be delivered
to Buyer in substantially the same condition existing as of the end of the
Inspection Period, ordinary wear and tear excepted. In the event of a
casualty, the provisions of Paragraph 10 shall apply.






	 	7.2.2	 	At all times from the date hereof through the date of
closing, Seller shall cause to be in force fire and extended coverage
insurance upon the Property, and public liability insurance with respect to
damage or injury to persons or property occurring on the Property in at
least such amounts as are maintained by Seller on the date hereof;






	 	7.2.3	 	From the date of execution of this Agreement through the
date of closing, Seller will not enter into any new lease with respect to
the Property, without Buyer’s prior written consent, which shall not be
unreasonably withheld during the Inspection Period but may thereafter be
withheld in Buyer’s sole discretion. Exercise of a renewal option shall not
be considered a new lease. Any brokerage commission payable with respect to
a new lease shall be prorated between Buyer and Seller in accordance with
their respective periods of ownership as it bears to the primary term of the
new lease. Further, Seller will not consent to any assignment of a Lease or
sublease or modify any existing Lease covering space in the Property without
first obtaining the written consent of Buyer which shall not be unreasonably
withheld during the Inspection Period





18




but may thereafter be withheld in Buyer’s sole discretion. Buyer
shall have five (5) business days in which to approve or disapprove of any
new lease for which it has a right to consent. Failure to respond in
writing within said time period shall be deemed to be consent;




	 	7.2.4	 	From the date of execution of this Agreement through the date of
closing, Seller shall not sell, assign, or convey any right, title or interest
whatsoever in or to the Property, or create or permit to attach any lien,
security interest, easement, encumbrance, charge, or condition affecting the
Property (other than the Permitted Exceptions) without promptly discharging the
same prior to closing;	 






	 	7.2.5	 	Seller shall not, without Buyer’s written approval, (a) amend or
waive any right under any service contract, or (b) enter into any agreement of
any type affecting the Property that would survive the Closing Date;	 






	 	7.2.6	 	Seller shall fully and timely comply with all obligations to be
performed by it under the Leases, the Contracts, and all permits, licenses,
approvals and laws, regulations and orders applicable to the Property.	 






	 	7.3	 	Approval of Property. The consummation of the purchase and sale of
the Property pursuant to this Agreement shall be deemed Buyer’s acknowledgement that
it has had an adequate opportunity to make such legal, factual and other inspections,
inquiries and investigations as it deems necessary, desirable or appropriate with
respect to the Property. Such inspections, inquiries and investigations of Buyer
shall be deemed to include, but shall not be limited to, any leases and contracts
pertaining to the Property, the physical components of all portions of the Property,
the physical condition of the Property, such state of facts as an accurate survey,
environmental report and inspection would show, the present and future zoning
ordinance, ordinances, resolutions. Except as expressly provided for in this
Agreement, Buyer shall not be entitled to and shall not rely upon, Seller or Seller’s
agents with regard to, and Seller will not make any representation or warranty with
respect to: (i) the quality, nature, adequacy or physical condition of the Property
including, but not limited to, the structural elements, foundation, roof,
appurtenances, access, landscaping, parking facilities, or the electrical,
mechanical, HVAC, plumbing, sewage or utility systems, facilities, or appliances at
the Property, if any; (ii) the quality, nature, adequacy or physical condition of
soils or the existence of ground water at the Property; (iii) the existence, quality,
nature, adequacy or physical condition of any utilities serving the Property; (iv)
the development potential of the Property, its habitability, merchantability, or the
fitness, suitability, or adequacy of the Property for	 





19




any particular purpose; (v) the zoning or other legal status of the Property; (vi)
the Property or its operations’ compliance with any applicable codes, laws, regulations,
statutes, ordinances, covenants, conditions or restrictions of any governmental or
quasi-governmental entity or of any other person or entity; (vii) the quality of any
labor or materials relating in any way to the Property; or (viii) the condition of title
to the Property or the nature, status and extent of any right-of-way, lease, right of
redemption, possession, lien, encumbrance, license, reservation, covenant, condition,
restriction, or any other matter affecting the Property except as expressly set forth in
this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE GRANT DEED,
SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS WITH
RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY DISCLAIMS ANY OTHER IMPLIED WARRANTIES OR
WARRANTIES ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY
OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
FURTHERMORE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT, DOES NOT,
AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR
REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING,
TREATING, STORING OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE INCLUDING, WITHOUT
LIMITATION, ASBESTOS, PCB AND RADON. BUYER ACKNOWLEDGES THAT BUYER IS A SOPHISTICATED
BUYER FAMILIAR WITH THIS TYPE OF PROPERTY AND THAT, SUBJECT ONLY TO THE EXPRESS
WARRANTIES SET FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS, BUYER WILL BE ACQUIRING THE
PROPERTY “AS IS AND WHERE IS, WITH ALL FAULTS,” IN ITS PRESENT STATE AND CONDITION,
SUBJECT ONLY TO NORMAL WEAR AND TEAR AND BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS
AND CONDITIONS MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS.
BUYER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER
OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING,
AND NOT MERGE WITH THE PROVISIONS OF ANY



20





CLOSING DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY
ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR
OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO IN
THIS AGREEMENT. EXCEPT WITH REGARD TO THE OBLIGATIONS EXPRESSLY SET FORTH IN
THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES IN THIS PARAGRAPH 7,
BUYER HEREBY RELEASES SELLER AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES
FROM ANY AND ALL LIABILITY RELATING TO THE CONDITION OF THE PROPERTY BEFORE OR
AFTER THE CLOSE OF ESCROW AND ANY OTHER MATTER RELATING TO THE PROPERTY,
WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE CLOSE OF ESCROW.




7.4 If Buyer elects to consummate the purchase and sale of the Property with the actual
knowledge of a breach of a representation and warranty by Seller under this Agreement, Buyer
shall have no right after the Close of Escrow to bring a claim against Seller for the breach
of that representation and warranty.




7.5 The provisions of Paragraph 7 shall survive the Close of Escrow.




	 	 	8. Representations and Warranties of Buyer. Buyer hereby represents and warrants to
Seller as follows:






	 	8.1.1	 	Buyer is a limited liability company duly organized and
validly existing under the laws of the State of Delaware. Buyer has full
power and authority to enter into this Agreement, to perform this Agreement
and to consummate the transactions contemplated hereby. This Agreement is a
legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws
affecting the rights of creditors generally.






	 	 	9. Conditions Precedent to Closing.






A. Buyer’s Conditions Precedent to Closing.




The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject
to the following conditions precedent:




	 	9.1	 	Subject to the provisions of the last paragraph of Paragraph 7.1
of this Agreement, all of the representations, warranties and agreements of
Seller set forth in this Agreement shall be true and correct in all material
respects as of the date hereof and as of Closing. Seller shall not have on or
prior





21




to Closing, failed to meet, comply with or perform in any material respect
any conditions or agreements on Seller’s part as required by the terms of this
Agreement.




	 	9.2	 	Title Company shall be irrevocably and unconditionally committed to issuing
the Title Policy, and there shall not exist any exception, encumbrance or title
defect affecting the Property except for the Permitted Exceptions or matters to be
satisfied at Closing.	 






	 	9.3	 	The management agreement and leasing agreement affecting the Property shall
be terminated by Seller and any and all termination fees incurred as a result
thereof shall be the sole obligation of Seller.	 






	 	9.4	 	Seller shall have obtained and delivered to Buyer estoppel certificates
certified to Buyer, from tenants representing eighty percent (80%) of the square
feet which are leased by tenants as of the Effective Date and including all full
floor tenants. Each estoppel certificate shall be substantially in the form attached
hereto as Exhibit D (or, with respect to any tenant, such other form as may be
provided for in such tenant’s Lease and with respect to any federal government
tenant on the form customarily provided by such federal government tenant. In
addition, Seller shall have obtained and delivered to Buyer estoppel certificates,
in form and content reasonably acceptable to Buyer from all of the parties to the
Reciprocal Easement Agreement; provided, however, that (i) such estoppel
certificates shall not be sent out for execution prior the date which is sixty (60)
days after the Effective Date, and (ii) if HEI Long Beach LLC delivers an executed
estoppel certificate in favor of Buyer which is in form and content identical to the
estoppel which it executed on July 14, 2005, Buyer shall accept the same. Estoppel
certificates shall be deemed to satisfy this condition precedent unless Buyer shall
notify Seller within three (3) business days of receipt of a copy of the executed
estoppel certificate of its disapproval and the basis of such disapproval, if
disapproved. Buyer shall only have the right to disapprove an estoppel certificate
if the estoppel certificate discloses a matter which is not acceptable to Buyer in
the exercise of its reasonable discretion. If Buyer disapproves of an estoppel
certificate for reasons permitted under the terms of this Paragraph 9.4, such
estoppel certificate shall not be counted for purposes of satisfying the condition
precedent described in the first sentence of this Paragraph 9.4. Seller agrees not
deliver the estoppel certificates to any of the tenants prior the date which is
sixty (60) days after the Effective Date.	 






	 	9.5	 	Lender shall have consented in writing to the assumption of the Loan by
Buyer and Lender shall have agreed to make all of Buyer’s requested changes to the
Loan Documents and Assumption Documents. Buyer shall notify Seller in writing during
the Inspection Period of the changes which Buyer desires be made to the Loan
Documents. Seller shall have the right	 





22





to terminate this Agreement (in which case the Deposit shall be
returned to Buyer) if Seller has a reasonable basis for concluding that Lender
will not agree to make Buyer’s requested changes to the Loan Documents. If
Seller fails to deliver written notice to Buyer of the exercise of its right
to terminate this Agreement within three (3) business days after receipt of a
copy of Buyer’s requested changes, Seller shall be deemed to have waived its
right to terminate this Agreement pursuant to the provisions of the preceding
sentence. Buyer shall provide its requested changes to the Assumption
Documents with five (5) business days after Buyer’s receipt of the same;
provided, however, that Buyer shall not object to those provisions in the
Assumption Documents which are substantially consistent with those set forth
in Exhibit E attached hereto. Buyer further agrees to not unreasonably
withhold its consent to the Assumption Documents.




Notwithstanding anything to the contrary contained in this Agreement, under no
circumstances shall Seller be required to reimburse Buyer for any of Buyer’s
out-of-pocket due diligence costs if this Agreement terminates because Buyer’s
requested changes to the Loan Documents and/or Assumption Documents are not
approved.




If any such condition is not fully satisfied by closing, Buyer shall so notify Seller
and may terminate this Agreement by written notice to Seller whereupon this Agreement shall
be canceled, the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer
shall have any continuing obligations hereunder. If Buyer notifies Seller of a failure to
satisfy the conditions precedent set forth in this paragraph, Seller may, within five (5)
days of receipt of Buyer’s notice agree to satisfy the condition by written notice to Buyer,
and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies
such condition. If Seller fails to agree to cure or fails to cure such condition by the
Closing Date, this Agreement shall be canceled and the Deposit shall be returned to Buyer and
neither party shall have any further liability hereunder. In no event shall Buyer be required
to accept a Seller estoppel certificate in lieu of an estoppel certificate from any tenant or
any party to the Reciprocal Easement Agreement.




B. Seller’s Condition Precedent to Closing.




The obligations of Seller to consummate the transaction contemplated by this Agreement
is subject to the condition precedent that Lender shall have consented to the assumption of
the Loan by Buyer and Lender shall be willing to release any existing guarantor(s) of the
Loan from obligations under the Loan Documents for matters first arising from and after the
Close of Escrow.



10. Damage or Destruction Prior to Close of Escrow.




In the event that the Property should be damaged by any casualty prior to the Close of
Escrow, then if the cost of repairing such damage, as estimated by an architect or contractor
retained pursuant to the mutual agreement of the parties, is:








23




	 	10.1	 	Less than Two Hundred Fifty Thousand Dollars ($250,000), the Close of
Escrow shall proceed as scheduled.





or if said cost is:




	 	10.2	 	Greater than Two Hundred Fifty Thousand Dollars ($250,000),
then Buyer may elect to terminate this Agreement, in which case the Deposit
shall be returned to Buyer and neither party shall have any further obligation
to the other except for Buyer’s indemnification obligations under Paragraph 5.





Notwithstanding anything to the contrary contained in Paragraph 10.1 or 10.2, if the
transaction is consummated, Buyer shall receive a credit at Closing for any applicable insurance
deductible and any insurance proceeds shall be distributed to Buyer to the extent not expended by
Seller for restoration expenditures approved by Buyer. In the event that the casualty is uninsured,
Buyer shall receive a credit for the uninsured portion of such casualty up to a maximum of Two
Hundred Fifty Thousand Dollars ($250,000) and if the uninsured portion of such casualty exceeds
such amount, Buyer shall have the right to terminate this Agreement, in which case the Deposit
shall be returned to Buyer and neither party shall have any further obligation to the other except
for Buyer’s indemnification obligations under Paragraph 5.



11. Eminent Domain.




If, before the Close of Escrow, proceedings are commenced for the taking by
exercise of the power of eminent domain of all or a material part of the
Property which, as reasonably determined by Buyer, would render the Property
unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have
the right, by giving notice to Seller within thirty (30) days after Seller
gives notice of the commencement of such proceedings to Buyer, to terminate
this Agreement, in which event this Agreement shall terminate, the Deposit
shall be returned to Buyer and neither party shall have any further obligation
to the other except for Buyer’s indemnification under Paragraph 5. If, before
the Close of Escrow, proceedings are commenced for the taking by exercise of
the power of eminent domain of less than such a material part of the Property,
or if Buyer has the right to terminate this Agreement pursuant to the
preceding sentence but Buyer does not exercise such right, then this Agreement
shall remain in full force and effect and, at the Close of Escrow, the
condemnation award (or, if not therefore received, the right to receive such
portion of the award) payable on account of the taking shall be transferred in
the same manner as title to the Property is conveyed. Seller shall give notice
to Buyer within three (3) business days after Seller’s receiving notice of the
commencement of any proceedings for the taking by exercise of the power of
eminent domain of all or any part of the Property.








24




	 	12.1	 	All notices, demands, or other communications of any type given by any party
hereunder, whether required by this Agreement or in any way related to the
transaction contracted for herein, shall be void and of no effect unless given in
accordance with the provisions of this Paragraph. All notices shall be in writing
and delivered to the person to whom the notice is directed, either in person, by
United States Mail, as a registered or certified item, return receipt requested by
facsimile or by Federal Express. Notices delivered by mail shall be deemed given
when received. Notices by facsimile shall be deemed given on the day of transmission
as evidenced by a transmission report generated by the sender’s fax machine. Notice
by Federal Express shall be deemed given on the day of receipt. Notices shall be
given to the following addresses:	 





Seller:




Theresa Hutton


Triple Net Properties, LLC


1551 N. Tustin Ave. #200


Santa Ana, CA 92705


(714) 667-8252 (714) 667-6860 fax



And to:




Scott Peters


Triple Net Properties, LLC 1551 N. Tustin Ave. #200 Santa Ana, CA 92705
(714) 667-8252


(714) 667-6860 fax



With Required Copy to:




Joseph J. McQuade, Esq.


Hirschler Fleischer



The Federal Reserve Bank Building, 16th Floor


701 East Byrd Street


Richmond, VA 23219


(804) 771-9502


(804) 644-0957 fax



Buyer:




Rodney Chu



UBS Realty Investors LLC 455 Market Street, Suite 1540 San Francisco, CA 94105
(415) 538-4888



(415) 538 8141 fax



25



	 	 	 
	With Required Copies to:

	 	General Counsel

c/o UBS Realty Investors LLC 242 Trumbull

Street Hartford, CT 06103-1212 (860)

616-9158

(860) 616-9004 fax
	 

	 	








Brian Aronson, Esq.


Holland & Knight LLP


633 West Fifth Street,
21st Floor Los Angeles,
CA 90071


(213) 896-2568


(213) 896-2450 fax



	 	 	 	 	 
	
 
	 	Escrow Holder:



	 	Natalie Vona

Fidelity National Title

Insurance Company 17911 Von

Karman Avenue, Suite 275

Irvine, CA 92614

(949) 224-4723

(949) 224-4754 fax
	 
	 	 	 	 
	13.

Remedies.

	 	



	 	



	 

	 	

	 	








	 	13.1	 	Defaults by Seller. If there is any default by Seller
under this Agreement, following notice to Seller and seven (7) days, during
which period Seller may cure the default, Buyer may, as it sole options elect
to either (a) declare this Agreement terminated in which case the Deposit shall
be returned to Buyer and Seller shall be required to reimburse Buyer for all of
its third party out-of-pocket costs and expenses in connection with the
transaction contemplated by this Agreement up to a maximum of One Hundred Fifty
Thousand Dollars ($150,000); or (b) treat this Agreement as being in full force
and effect and bring an action against Seller for specific performance.






	 	13.2	 	Defaults by Buyer. If, following the expiration of the
Inspection Period and the satisfaction of all of Buyer’s conditions to Closing
and provided Seller is not in default under this Agreement, there is any
material default by Buyer under this Agreement, following notice to Buyer and
seven (7) days, during which period Buyer may cure the default, then Seller
may, as its sole remedy, declare this Agreement terminated, in which case the
Deposit shall be paid to Seller as liquidated damages and as Seller’s sole and
exclusive remedy and each party shall thereupon be relieved of all further
obligations and liabilities, except any which survive termination.
Notwithstanding the foregoing, in no event shall the Close of Escrow be delayed
in order to provide Buyer with the cure period provided for in this Paragraph
13.2. In the event this Agreement is terminated due to the





26





default of Buyer hereunder, Buyer shall deliver to Seller, at no cost
to Seller, the Due Diligence Items and all of Buyer’s Reports.



14. Assignment.




Buyer may assign its rights under this Agreement to an affiliated entity, an entity with the
same member or manager as the member or manager of Buyer, or an entity in which Buyer or its
member has a significant interest.



15. Interpretation and Applicable Law.




This Agreement shall be construed and interpreted in accordance with the laws of the state
in which the Property is located (the “State”). Where required for proper interpretation,
words in the singular shall include the plural; the masculine gender shall include the
neuter and the feminine, and vice versa. The terms “successors and assigns” shall include
the heirs, administrators, executors, successors, and assigns, as applicable, of any party
hereto.



16. Amendment.




This Agreement may not be modified or amended, except by an agreement in writing signed by
the parties. The parties may waive any of the conditions contained herein or any of the
obligations of the other party hereunder, but any such waiver shall be effective only if in
writing and signed by the party waiving such conditions and obligations.



17. Attorney’s Fees.




In the event it becomes necessary for either party to file a suit or arbitration to enforce
this Agreement or any provisions contained herein, the prevailing party shall be entitled to
recover, in addition to all other remedies or damages, reasonable attorneys’ fees and costs
of court incurred in such suit or arbitration.



18. Entire Agreement; Survival.




This Agreement (and the items to be furnished in accordance herewith) constitutes the entire
agreement between the parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements and understandings of the parties in connection
therewith. No representation, warranty, covenant, agreement, or condition not expressed in
this Agreement shall be binding upon the parties hereto nor affect or be effective to
interpret, change, or restrict the provisions of this Agreement. The obligations of the
parties hereunder and all other provisions of this Agreement shall survive the closing or
earlier termination of this Agreement, except as expressly limited herein.



19. Multiple Originals only; Counterparts.




Numerous agreements may be executed by the parties hereto. Each such executed copy shall have
the full force and effect of an original executed instrument. This Agreement





27





may be executed in any number of counterparts, all of which when taken together shall
constitute the entire agreement of the parties.



20. Acceptance.




Time is of the essence of this Agreement. The date of execution of this Agreement by Seller
shall be the date of execution of this Agreement. If the final date of any period falls upon
a Saturday, Sunday, or legal holiday under Federal law, the laws of the State or the laws of
the State of California, then in such event the expiration date of such period shall be
extended to the next day which is not a Saturday, Sunday, or legal holiday under Federal law,
the laws of the State or the State of California.



21. Real Estate Commission.




Seller and Buyer each represent and warrant to the other that neither Seller nor Buyer has
contracted or entered into any agreement with any real estate broker, agent, finder or any
other party in connection with this transaction, and that neither party has taken any action
which would result in any real estate broker’s, finder’s or other fees or commissions being
due and payable to any party with respect to the transaction contemplated hereby, except that
Seller has contracted with Jones Lang LaSalle and Triple Net Properties Realty, Inc., as its
brokers and will pay any commission due to said brokers. Each party hereby indemnifies and
agrees to hold the other party harmless from any loss, liability, damage, cost, or expense
(including reasonable attorneys’ fees) resulting to the other party by reason of a breach of
the representation and warranty made by such party in this paragraph.



22. 1031 Exchange.




Buyer acknowledges that Seller may be selling the Property as part of a multi-property
transaction attempting to qualify as a tax-free exchange (“Seller’s 1031 Exchange”) under
Section 1031 of the Internal Revenue Code. Buyer shall have the right to review and approve
(with such approval not to be unreasonably withheld) all documents it is requested to execute
in connection with the Seller’s 1031 Exchange. Seller shall pay for the additional costs and
expenses incurred by Buyer specifically in connection with accommodating Seller’s 1031
Exchange and Seller shall not be relieved of any of its obligations under this Agreement by
reason of Seller’s 1031 Exchange. The Closing shall not be delayed or affected by reason of
the Seller’s 1031 Exchange and Buyer shall not be required to acquire or hold title to any
real property other than the Property for purposes of consummating the Seller’s 1031
Exchange. Buyer shall have the right to review and approve (with such approval not to be
unreasonably withheld) all documents it is requested to execute in connection with the
Seller’s 1031 Exchange. Seller agrees to indemnify, defend, and hold Buyer harmless from and
against any claims, costs, damages, expenses (including, but not limited to, attorney’s fees
and costs), liabilities and losses incurred by, claimed against or suffered by Buyer arising
in connection with Seller’s 1031 Exchange. The foregoing indemnity shall survive the Closing
or any termination of this Agreement. Seller’s failure to effectuate Seller’s 1031 Exchange
shall not relieve Seller from its obligations to consummate the purchase and sale transaction





28





contemplated by this Agreement and the consummation of Seller’s 1031 Exchange shall
not be a condition precedent to Seller’s obligations under this Agreement.



23. Confidentiality.




Buyer agrees that, prior to the closing, all non-public Property information received by
Buyer shall be kept confidential as provided in this paragraph. Without the prior written
consent of Seller, prior to the closing, the Property information shall not be disclosed by
Buyer or its representatives, in any manner whatsoever, in whole or in part, except (1) to
Buyer’s representatives who need to know the Property information for the purpose of
evaluating the Property and who are informed by the Buyer of the confidential nature of the
Property information; (2) as may be necessary for Buyer or Buyer’s representatives to comply
with applicable laws, including, without limitation, governmental, regulatory, disclosure,
tax and reporting requirements; to comply with other requirements and requests of regulatory
and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer
or Buyer’s representatives; to comply with regulatory or judicial processes; or to satisfy
reporting procedures and inquiries of credit rating agencies in accordance with customary
practices of Buyer or its affiliates; and (3) to prospective tenants of the Property. Except
in connection with the compliance described in clause (2) of the preceding sentence, and as
may be required in filings of Seller or Seller’s affiliates with applicable governmental
authorities. Seller agrees that Seller shall maintain the confidentiality of any non-public
information concerning Buyer and any information provided by Buyer.



24. Survival of Seller’s Obligations.




The representations, warranties covenants and obligations of Seller set forth in this
Agreement shall survive the Closing, but, any action, suit or proceeding brought by Buyer
against Seller under this Agreement or under any documents executed by Seller in connection
herewith shall be commenced and served, if at all, on or before the date which is twelve (12)
months after the date of Closing and, if not commenced and served on or before such date,
thereafter shall be void and of no force or effect. The aggregate liability of Seller with
respect to all claims by Buyer for breaches of Seller’s representations, warranties,
covenants and/or obligations set forth in this Agreement shall not exceed $1,500,000.




To secure any liability of Seller to Buyer under Paragraph 7 of this Agreement up to the
amount of $1,500,000, G REIT hereby (i) agrees to execute and deliver at Closing to Buyer a
guaranty in the form attached hereto as Exhibit I (the “Guaranty”), and (ii)
covenants and agrees to maintain its existence as a corporation duly organized under the laws
of the State of Maryland for a minimum period of 12 months after Closing and shall not
liquidate, dissolve or terminate its existence prior to the expiration of such 12 month
period. If no action, suit or proceeding has been brought by Buyer against G REIT under the
Guaranty within 12 months after Closing, the Guaranty shall terminate as of the date which is
12 months after the Closing. If any action, suit or proceeding has been brought by Buyer
against G REIT under the Guaranty within 12 months after Closing, the Guaranty shall continue
in full force and effect only with respect to such action, suit or



29





proceeding until such action, suit or proceeding has been finally adjudicated and
Guarantor’s obligations have been satisfied.



The provisions of this Paragraph 24 shall survive the
Closing. 25. Board of Director Approval.




The transactions contemplated under this Agreement are subject to the approval of G REIT’s
Board of Directors on or before the date which is five (5) days after the Effective Date.
Seller may terminate this Agreement by written notice to Buyer at any time on or before such
date in the event that such approval has not been obtained. In the event of such
termination, Escrow Holder shall refund the Deposit to Buyer, Seller shall reimburse Buyer
for its out-of-pocket costs and expenses (including, without limitation, attorneys’ and
consultants’ fees) in connection with the transactions contemplated under this Agreement up
to a maximum of Fifty Thousand Dollars ($50,000), and neither party shall have any further
rights or liabilities hereunder except for Buyer’s indemnification obligations under
Paragraph 5. If Seller does not so notify Buyer on or before the date which is five
(5) days after the Effective Date, this condition shall be deemed to be waived by Seller and
Seller shall have no further right to terminate this Agreement pursuant to the provisions of
this Paragraph 25.



[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




30




EXECUTED on this the day of May, 2006.
SELLER:


GREIT-ONE WORLD TRADE CENTER, L.P., a
California limited partnership



	 	 	 
	By: GREIT-One World Trade Center GP, LLC, a

	 
	 	 
	Delaware limited liability company, its sole

	 
	 	 
	general partner

By:

	 	

G REIT, L.P.,






a Maryland limited partnership,
its sole member




By: G REIT, Inc.,



a Virginia corporation,
its general partner



	 	 	 
	By:

	 	/s/Andrea R. Biller
	
 
	 	 
	Name:

	 	Andrea R. Biller
	
 
	 	 
	Title:

	 	Executive Vice-President & Secretary






EXECUTED on this the day of May, 2006.
BUYER:


510 WEST OCEAN BOULEVARD INVESTORS LLC, a Delaware
limited liability company



	 	 	 
	By: UBS Realty Investors LLC, its manager

	 
	 	 
	By:

	 	/s/ Rodney Chu
	
 
	 	 






	 	 	 
	 	 	Name: Rodney Chu
	 	 	Title: Director





The undersigned hereby acknowledges receipt of this Agreement on May  , 2006 and hereby agrees to
act as Escrow Holder in accordance with the terms and conditions hereof.



FIDELITY NATIONAL TITLE INSURANCE COMPANY



By: Its:



31




This Agreement is being executed by the duly authorized representative of G REIT solely
for purposes of affirming G REIT’s obligations in the last paragraph of Paragraph 24 above.




G REIT, INC.,






a Maryland corporation




By: /s/Andrea R. Biller

Name: Andrea R. Biller

Title: Executive Vice-President & Secretary





32