EX-10.1






PURCHASE AND SALE AGREEMENT




THIS PURCHASE AND SALE AGREEMENT (herein referred to as “Agreement”) is made and entered into
this 14th day of August, 2007, by and between ST. RITA’S MEDICAL CENTER, an Ohio nonprofit
corporation (herein referred to as “Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited
liability company (herein referred to as “Buyer”).



W I T N E S S E T H:




WHEREAS, Seller owns certain medical office buildings and desires to sell same, and Buyer
desires to purchase such medical office buildings for the consideration and on the terms set forth
in this Agreement.



NOW, THEREFORE, for and in consideration of the Earnest Money, in hand paid by Buyer to Escrow
Agent, the mutual covenants and agreements contained herein and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged by Seller and Buyer,
the parties, intending to be legally bound, agree as follows:



1. Agreement to Sell and Purchase(a) Fee Properties. Seller hereby agrees to
sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and
in accordance with all of the terms and conditions of this Agreement, fee simple, title in and to
one (1) business office buildings, and eleven (11) condominium units in a medical office building
including all land, buildings and improvements located thereon (collectively, the “Fee Properties”
or individually a “Fee Property”) further described in Exhibit A attached hereto and commonly known
as:




	 	(1)	 	71 Town Square, Lima, Ohio.






	 	(2)	 	Market Street Health Care Condominium
(condominium units 101, 102, 103, 104, 106, 201, 203, 204, 205, 260,
and 301), located at 825 West Market Street, Lima, Ohio





(b) Ground Lease Properties. Seller hereby agrees to sell and convey to Buyer, and
Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the
terms and conditions of this Agreement, leasehold title in and to forty-one ( 41) condominium
units in four (4) medical office buildings, but not including the land on which such medical office
buildings are situated (collectively, the “Ground Lease Properties” or individually, a “Ground
Lease Property”), further described in Exhibit B attached hereto and commonly known as:




	 	(1)	 	High Street Professional Center Condominium,
(MOB 1) (condominium units 201, 202, 204, 208, 302 and 307), located at
830 West High Street, Lima, Ohio.






	 	(2)	 	High Street Professional Center II Condominium,
(MOB 2) (condominium units 150, 250, 260, 290, 350, 360, 365, 370,
375, 380 and 390), located at 830 West High Street, Lima, Ohio.






	 	(3)	 	750 High Street Professional Building
Condominium, (MOB 4) (condominium units 160, 200, 210, 220, 230, 295,
320, 330, 350, 390, 400 (includes sub-suites 149, 196, 197, 198, 249,
296, 349, 396, 496, 497), 450), located at 750 West High Street, Lima,
Ohio.






	 	(4)	 	St. Rita’s Regional Cancer Center Condominium,
(Units 1 and 2), located at 803 West Market Street, Lima, Ohio.





It is specifically understood and acknowledged by the parties hereto that neither the underlying
land on which the Ground Lease Properties are located (“Leasehold Land”) nor any air rights above
the Ground Lease Properties shall be sold or conveyed by Seller to Buyer.



(c) Additional Property Purchased and Sold. Seller hereby agrees to sell and convey
to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance
with all of the terms and conditions of this Agreement, in and to the following additional items:



(i) All of Seller’s right, title and interest to all goods, equipment, machinery, apparatus,
fittings, furniture, furnishings and other personal property owned by Seller and located within the
Fee Properties and Ground Lease Properties and used in connection with the operation, management or
maintenance of the Fee Properties and Ground Lease Properties, as described on Exhibit B attached
hereto, (herein collectively referred to as the “Personalty”);



(ii) All of the right, title and interest of Seller as “lessor” or “landlord” in, to and under
all leases and other agreements for the use, occupancy or possession of all or any part of’ the Fee
Properties and Ground Lease Properties including, without limitation, (i) all the tenant leases
identified on Exhibit C attached hereto (hereinafter called the “Existing Leases”); and (ii) all
renewals or extensions of Existing Leases, and all new tenant leases, executed and entered into by
Seller between the Effective Date and the Closing Date, in accordance with the terms and provisions
of this Agreement (hereinafter collectively called the “New Leases”) which are in force and effect
on and as of the Closing Date (the Existing Leases and the New Leases specifically include, without
limitation, any agreement for the payment of leasing or brokerage commissions with respect
thereto); and



(iii) All of the right, title and interest of Seller in, to and under those management,
service and other contracts and agreements, if any, scheduled and identified on Exhibit D at
attached hereto (which shall be modified and amended to reflect only those contracts and agreements
that Buyer elects to assume in writing on or prior to the Due Diligence Completion Date) (herein
called the “Service Agreements”).



On or before the Due Diligence Completion Date, the parties shall agree on the final legal
descriptions based on the Surveys, and this Agreement shall be amended to attach hereto as Exhibit
A and Exhibit B, respectively, the final, approved legal descriptions for the Fee Properties and
the Ground Lease Properties. At Closing, Seller shall deliver Deeds for the Fee Properties and the
improvements on the Ground Lease Properties, which shall include Seller’s undivided leasehold
interest in the common areas under the terms of each of the Ground Leases.



All of the property interests described in this paragraph 1, including the Fee Properties, the
Ground Lease Properties, the Personalty and the Service Agreements are herein sometimes
collectively referred to herein as the “Properties” and an individual Fee Property or Ground Lease
Property is sometimes referred to herein as a “Property.”



2. Purchase Price; Method of PaymentThe purchase price for the Properties (herein
called the “Purchase Price”) shall be Twenty-five Million Fifty Thousand and 00/100 Dollars
($25,050,000.00). The Purchase Price, after crediting the Earnest Money, and subject to the
prorations and adjustments herein described, shall be paid at Closing (as defined herein) by Buyer
to Seller by wire delivery of funds through the Federal Reserve System to an account designated in
writing by the Escrow Agent (defined below), and by Escrow Agent to an account designated in
writing by Seller concurrent with Closing (defined below).



On or before the Due Diligence Completion Date, Seller and Buyer shall agree on the allocation
of the Purchase Price among the Fee Properties and the Ground Lease Properties. In the event
Seller and Buyer fail to agree on such allocation, Seller and Buyer may use their own allocations
for their internal purposes; provided, however, the parties shall agree on allocations on or before
the Due Diligence Completion Date for purposes of payment of deed recordation taxes payable at
Closing.



3. Earnest Money(a) Within three (3) days of the mutual execution and delivery of this
Agreement, Buyer will deliver to Land America Title Company, 1920 Main Street, 12th
Floor, Irvine, CA 92614 Attention: Gale Hunt, as escrow agent (herein called “Escrow Agent”), the
sum of One Million and 00/100 Dollars ($1,000,000.00) (by wire delivery of finds through the
Federal Reserve System to an interest bearing account designated in writing by Escrow Agent (which
sum, together with all interest actually earned thereon during the term of this Agreement, is
herein called the “Earnest Money”).



(b) Upon the completion of the Due Diligence Period, an additional deposit in the amount of
Five Hundred Thousand and 00/100 Dollars ($500,000.00) shall be deposited into escrow and shall
become part of the Earnest Money.



(c) On the Closing Date, the Earnest Money will be applied as part payment of the Purchase
Price.



(d) Throughout the term of this Agreement, Escrow Agent shall hold and disburse the Earnest
Money in accordance with the terms and conditions of this Agreement, in an interest bearing account
with a national bank whose depositors are insured by the Federal Deposit Insurance Corporation or
other financial institutions located in the State of Ohio which are reasonably acceptable to Buyer.



(e) The sole responsibility of Escrow Agent hereunder shall be the safekeeping and delivery of
the Earnest Money in accordance with the provisions of this Agreement.



(f) In performing any of its duties under this Agreement, Escrow Agent shall not incur any
liability to Buyer, Seller or any other person or entity for any damages, losses or expenses,
except as may be occasioned by the willful misconduct, breach of trust or gross negligence by
Escrow Agent. In particular, Escrow Agent shall not incur any such liability with respect to (i)
any action taken or omitted in good faith upon advice of its legal counsel relating to the duties
and responsibilities of Escrow Agent under this Agreement, or (ii) any action taken or omitted in
reliance on any instrument, including any written notice or instruction provided for in this
Agreement, not only as to its due execution and the validity and effectiveness of its provisions
but also as to the truth and accuracy of any information contained therein, which Escrow Agent
shall in good faith believe to be genuine, to have been signed or presented by a person or persons
having authority to sign or present such instrument, and to conform with the provisions of this
Agreement.



(g) Notwithstanding anything in this Agreement to the contrary, in the event of a dispute
between Buyer and Seller of which Escrow Agent shall have actual knowledge and which is sufficient,
in the sole discretion of Escrow Agent, to justify its doing so, Escrow Agent shall be entitled to
tender into the custody of any court of competent jurisdiction in the State of Ohio the escrowed
finds and any accrued interest, together with such pleadings as it may deem appropriate, and
thereupon be discharged from all further duties and liabilities under this Agreement (other than
liabilities for willful misconduct, breach of trust or gross negligence by Escrow Agent). It is
hereby agreed by the parties that this Agreement is entered into in the State of Ohio and any such
legal action shall be brought in such state court in Allen County, Ohio as Escrow Agent shall
determine to have jurisdiction thereof.



4. ClosingThe closing of the purchase and sale of the Properties (herein called
“Closing”) shall be on or before thirty (30) days after the Due Diligence Completion Date (the
“Closing Date”); provided, however, at the election of Buyer and upon ten (10) days advance written
notice to Seller, Buyer may elect to close prior to the Closing Date (in which case, such earlier
date shall be deemed to be the Closing Date).



5. ContingenciesThe closing of this sale is made contingent on the following which
must be approved or waived by Buyer prior to the closing:



(a) All Due Diligence Materials described on Appendix 5 must have been approved or waived by
Buyer.



(b) Seller agrees to execute a new lease agreement (in a form provided by Buyer, and approved
by Seller) for each suite occupied by Seller at the time of Closing (each a “Triple Net Master
Lease” and, collectively, the “Triple Net Master Leases”). The Triple Net Master Leases will have
an initial term of five (5) years and will contain an option to renew the initial term for up to
two (2) terms of five (5) years each at Seller’s discretion. Buyer and Seller agree to negotiate
in good faith with regard to the form of the Triple Net Master Leases within fifteen (15) days from
the Effective Date.



(c) Buyer shall provide physician tenants an opportunity to participate in a joint venture
partnership in the Portfolio, on a pro-rata basis, subject to a minority interest cap of 30
percent, after closing. “Portfolio” for purposes of this Agreement means the condominium
properties and buildings designated as “Properties” herein.



6. Examination by Buyer of Physical Conditions and Due Diligence
MaterialsWithin three (3) business days after the execution of this Agreement, or as soon
thereafter as is reasonably possible, Seller shall provide Buyer with true and complete copies of
certain documents and information in Seller’s possession or control or in the possession or control
of Seller’s agents or independent contractors with regard to the Properties as set forth on
Appendix 5 to this Agreement (the “Due Diligence Materials”). Except as expressly set forth in the
Transaction Documents (defined below), the Due Diligence Materials have been provided to Buyer by
Seller without any representation or warranty of any kind or nature whatsoever and were merely
provided to Buyer for Buyer’s informational purposes. Until Closing, Buyer and Buyer’s Designees
shall maintain all Due Diligence Materials as confidential information, subject to disclosure to
“Related Parties” as described in Section 17(c). If the purchase and sale of the Properties is
not consummated in accordance with this Agreement, regardless of the reason or the party at fault,
Buyer shall promptly use commercially reasonable efforts to collect all such Due Diligence
Materials and redeliver the same to Seller and other information in accordance with paragraph
17(b). Notwithstanding anything contained herein to the contrary, upon proper notice of
termination of this Agreement from Buyer to Seller, the Earnest Money shall immediately be returned
to Buyer, and Buyer’s obligation to deliver such materials to Seller, pursuant to paragraph 17(b),
shall remain a continuing obligation that survives the termination of this Agreement. Prior to the
date of the execution of this Agreement and continuing during the Due Diligence Period (defined
below) and until Closing, Seller has given and shall continue to give Buyer access to the
Properties for the purpose of inspecting same, conducting tests, mechanical and structural
engineering studies and conducting any other investigations, examinations, tests and inspections as
Buyer may reasonably require in order to assess the condition of the Properties (collectively, the
“Investigations”). The Due Diligence Period hereunder shall begin when all of the Due Diligence
Materials (defined above) have been delivered to Buyer and continue for a period of thirty (30)
days thereafter (the “Due Diligence Completion Date”).



Except as is otherwise expressly provided in this Agreement or in any document executed in
connection with this Agreement (collectively, the “Transaction Documents”), the Properties shall be
conveyed to Buyer AS IS, WHERE IS. Except as is otherwise expressly set forth in the Transaction
Documents, it is expressly understood and agreed that Seller is not making, has not made, and
expressly disclaims any warranties, express or implied, as to any aspect, feature or condition of
the Properties, and Buyer shall take title to the Fee Properties and Ground Lease Properties in
their present “as-is” condition with all faults, including all latent and patent defects. EXCEPT
AS IS OTHERWISE SET FORTH IN THIS TRANSACTION DOCUMENTS, SELLER GIVES NO WARRANTY AS TO THE
CONDITION OF ANY EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED WITHIN THE PROPERTIES, AND SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT
BEING EXPRESSLY AGREED THAT ALL SUCH EQUIPMENT AND PERSONAL PROPERTY INCLUDED WITHIN THE PROJECT IS
TO BE LEASED BY BUYER AND PURCHASED BY BUYER, AS APPLICABLE, “AS-IS, WHERE-IS”, EXCEPT AS IS
OTHERWISE SET FORTH IN THE TRANSACTION DOCUMENTS.



On or before the expiration of the Due Diligence Period, Buyer may deliver written notice to
Seller (the “Property Contract Notice”) specifying any service agreement with respect to which the
Buyer desires to have Seller terminate before the Close of Escrow (the “Terminated Contracts”)
whereupon such Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent
that any such Terminated Contract requires payment of a penalty or premium for cancellation, Seller
shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer
fails to deliver the Property Contracts Notice on or before the expiration of the Due Diligence
Period, there shall be no Terminated Contracts and Buyer shall assume all Service Agreements at the
Close of Escrow.



7. Title and Survey



(a) Survey. Within three (3) business days of the Effective Date, or as soon as
reasonably possible, Seller shall cause a surveyor reasonably acceptable to Buyer properly licensed
under the laws of the State of Ohio to prepare one or more current and accurate surveys of the
Properties (herein called the “Surveys”) and of the areas to be specifically described by metes and
bounds in the Deeds and Ground Leases required under this Agreement. The Condominium Drawings on
file with the Recorder of Allen County, Ohio, shall be delivered to Buyer’s Attorney in place of a
survey for those Units which are a part of a property which has been submitted to the provisions of
the Ohio Condominium Law in Chapter 5311 Ohio Revised Code. Seller shall cause such Surveys to be
delivered to Buyer’s attorney at the address for copies of notices set forth below for Buyer’s
review and approval. The approved Surveys shall be utilized as the basis for the preparation of
the final legal description of the Fee Properties and Ground Lease Properties to be attached as
Exhibit A and Exhibit B, respectively, and included in the Deeds and Ground Leases to be entered
into by Seller and Buyer at Closing and to be used as the basis in preparation of the applicable
exhibits to the Closing Documents.



(b) Title. Seller shall provide to Buyer’s attorney, within three (3) business days
of the Effective Date, or as soon as reasonably possible, title insurance commitments (the “Title
Commitments”) pursuant to which LandAmerica Title Company (the “Title Company”) agrees to issue to
Buyer at Closing (i) a standard form of Extended Coverage ALTA owners title insurance policy as to
the Fee Properties in the total amount of the Purchase Price, and (ii) a standard form of Extended
Coverage ALTA leasehold title insurance policy for the Ground Lease Properties and the Buyer’s
leasehold interest under the Ground Leases in the total amount of the Purchase Price. Buyer shall
have until the later of (i) the Due Diligence Completion Date or (ii) five (5) business days after
receipt of the Surveys and the Title Insurance Commitments, in which to examine title to the
Properties, review the Title Commitments, and give Seller written notice of any objections to any
matters of record as of the date of the Title Commitments, matters shown on the Title Commitments
and matters shown on the Surveys (“Title Defects”). Any such matters not objected to by Buyer or
waived by Buyer in accordance with this paragraph 7(b) shall be collectively referred to as the
“Permitted Exceptions” in this Agreement. Buyer may reexamine title to the Properties up to and
including the Closing Date and may give Seller written notice of any additional title objections
(which shall be any changes in title which were not requested by Buyer or approved by Buyer)
appearing of record after the effective date of the Title Commitments. Buyer’s failure to specify
in its initial notice of title objections any objection appearing of record or in Buyer’s original
Title Commitments shall be deemed to be, and shall constitute, a waiver of any such objection, and
such objection shall thereafter constitute a Permitted Exception under this Agreement.



(c) Objections. Seller shall have until 5:00 p.m. on the date which is five (5)
business days after receipt of Buyer’s notice of Title Defects to notify Buyer whether it will
attempt to cure the Title Defects, if any. Seller shall have fifteen (15) days after the end of
the Due Diligence Period to cure the Title Defects. If Seller notifies Buyer that it will not
attempt to cure the Title Defects, Buyer shall either (i) terminate this Agreement by providing
Seller with written notice of termination by 5:00 p.m. on the date which is five (5) business days
after receipt of Seller’s notice, in which event the Earnest Money shall be refunded to Buyer, all
rights and obligations of the parties under this Agreement shall expire, all Due Diligence
Materials and other information shall be returned to Seller in accordance with paragraph 17(b), and
this Agreement shall become null and void, or (ii) waive the Title Defects and proceed to Closing,
subject to Buyer’s right to satisfy Permitted Exceptions constituting a liquidated sum of money as
set forth below. If Buyer waives its objections to the Title Defects or Buyer’s objections are
deemed waived, the parties shall proceed to Closing and consummate the purchase and sale of the
Properties, in which event all unsatisfied objections shall constitute Permitted Exceptions under
this Agreement; provided, however, that with respect to any Permitted Exception which constitutes a
liquidated sum of money, Buyer may make payment of such amount to satisfy such Permitted Exception
and deduct the amounts so paid from the Purchase Price due hereunder.



(d) Access. Buyer (and at the direction of Buyer, Buyer’s agents, employees,
contractors, representatives and other designees (hereinafter collectively called “Buyer’s
Designees”)) shall have until the Closing Date to enter the Properties at any reasonable time for
the purposes of performing the Surveys and performing and updating any of the Investigations;
provided, however, that (i) any activities by or on behalf of Buyer, including, without limitation,
the entry by Buyer or Buyer’s Designees onto the Properties, or the other activities of Buyer or
Buyer’s Designees with respect to the Properties (hereinafter called “Buyer’s Activities”) shall
not damage the Properties in any manner whatsoever or disturb or interfere with the rights or
possession of any tenant of the Properties or violate any law or regulation of the municipality in
which each of the Properties is located (the “City”), the State of Ohio or other governmental
agency, (ii) in the event any Property is altered or disturbed in any manner in connection with any
Buyer’s Activities, Buyer shall immediately return such Property to the condition existing prior to
Buyer’s Activities, and (iii) Buyer shall indemnify, defend and hold Seller harmless from and
against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature
whatsoever (including, without limitation, attorneys’ fees and expenses and court costs) suffered,
incurred or sustained by Seller as a result of, by reason of, or in connection with any Buyer’s
Activities, but excluding any liability resulting from the mere discovery of any pre-existing
conditions. Other than in connection with performing Investigations in accordance with Section 6,
Buyer shall not have the right to undertake any invasive testing, environmental studies or testing
beyond the scope of a standard “Phase I” environmental evaluation without the prior written consent
of Seller.



(e) Insurance. Prior to Buyer or Buyer’s Designees entering the Properties and/or
performing the Investigations, Buyer shall furnish to Seller a certificate from an insurance
company currently (at that time) licensed to do business in the State of Ohio certifying that Buyer
has a valid and existing general liability insurance policy in an amount not less than
$1,000,000.00 issued by an insurance company licensed to do business in the State of Ohio and
reasonably acceptable to Seller naming Seller as an additional insured.



(f) Objectionable Conditions. If Buyer or Buyer’s Designees perform any
Investigations prior to the Due Diligence Completion Date or update any of the Investigations after
the Due Diligence Completion Date and such update reveals that an Objectionable Condition exists,
Buyer shall notify Seller of the Objectionable Condition prior to the later to occur of (i) the Due
Diligence Completion Date, or (ii) three (3) business days after its discovery by Buyer. If Buyer
fails to so notify Seller, Buyer shall be deemed to have waived any Objectionable Condition.



If such Objectionable Condition, (i) was not caused by Buyer or Buyer’s Designees or caused by
Seller or Seller’s designees at the request of Buyer or with Buyer’s approval, and (ii) the cost to
remedy the Objectionable Condition (in aggregate with all other Objectionable Conditions of which
Seller has received proper notice) is greater than $150,000, it shall be deemed a “Major
Objectionable Condition.” If notified of a Major Objectionable Condition, Seller shall give Buyer
a credit at Closing for Seller’s portion of the cost to cure the Major Objectionable Condition
(which shall be amounts over $150,000) (“Seller’s Cost Regarding Major Objectionable Condition”);
provided, however if the aggregate cost to cure all Major Objectionable Conditions is greater than
$300,000, Buyer may elect to terminate this Agreement. Seller shall not be responsible for the
cost to remedy Objectionable Conditions less than $150,000, and, solely with respect to
Objectionable Conditions that arise or are discovered after the Due Diligence Completion Date,
Buyer shall not be entitled to terminate this Agreement and must proceed to Closing if it is not a
Major Objectionable Condition or Seller agrees to provide Buyer a credit at Closing for Seller’s
Cost Regarding Major Objectionable Condition.



If the aggregate cost to cure the Major Objectionable Conditions is greater than $300,000,
Seller shall notify Buyer within five (5) days of Buyer’s notification whether it will attempt to
cure the Major Objectionable Conditions. If Seller elects not to cure, Buyer may either (i) accept
such Major Objectionable Conditions, proceed to Closing and receive a credit of $300,000 in
satisfaction of Seller’s Cost Regarding Major Objectionable Conditions or (ii) terminate this
Agreement, in which event Buyer shall deliver the items required in and pursuant to paragraph
17(b), the Earnest Money shall be returned to Buyer, and Buyer and Seller shall have no further
rights or obligations under this Agreement except for those which specifically survive termination.
Buyer shall notify Seller if it elects to proceed to closing under (i) above or terminate this
Agreement under (ii) above within five (5) days after the date of such notice from Seller. If
Buyer fails to notify Seller it elects to so terminate this Agreement, Buyer shall be deemed to
have waived such Major Objectionable Conditions. If there are Major Objectionable Conditions for
which Buyer obtains a credit at Closing in the amount of or in satisfaction of Seller’s Cost
Regarding Major Objectionable Conditions, Buyer shall be responsible at its sole cost and expense
for performing any work needed to cure the Major Objectionable Conditions at Buyer’s sole cost and
expense.



“Objectionable Conditions” for the purposes of this paragraph 7 shall mean (i) the presence of
any hazardous or toxic waste, substance or material not in the ordinary course of the business
being conducted on any of the Properties and in violation of any applicable environmental statute,
ordinance or regulation, (ii) the improvements are structurally unsound in violation of any
applicable statutes, laws, and ordinances or require material replacement or repair, (iii) any of
the Properties is in violation of applicable zoning either before the Closing or will be in
violation following the Closing, or (iv) any of the Leases are in material default after the
expiration of applicable notice and cure periods or any tenant shall have initiated or had
initiated against it any insolvency, bankruptcy, receivership or other similar proceeding.



(g) Use Restrictions. Seller and Buyer acknowledge and agree that the Special
Warranty Deed conveying the Fee Properties, the Special Warranty Deed conveying the Ground Lease
Properties, the Ground Leases and the Condominium Documents will each contain various restrictions
on the use of such Properties, specifically including, but not limited to, a prohibition on the use
of the Properties by Buyer and Buyer’s tenants, successors and assigns to conduct Prohibited
Competitive Services, substantially in a form and substance as are set forth in as described in
Exhibit E attached hereto.



(h) Rights of First Refusal. Seller and Buyer acknowledge and agree that the Special
Warranty Deed conveying the Fee Properties and the Special Warranty Deed conveying the Ground Lease
Properties, each contain a Right of First Refusal to purchase and a Right of First Refusal to lease
the Properties given in favor of Seller and/or St. Rita’s Medical Center, granting the right to St.
Rita’s Medical Center to consider the purchase and/or the lease of the Unit or Units of the
Property when a bona fide offer has been made to Buyer, or Buyer’s transferee or assignee.



8. Documents



(a) Conveyance Document Completion Items. If this Agreement has not been otherwise
terminated, Seller and Buyer shall agree to the form and content of the following on or prior to
5:00 p.m. on the Due Diligence Completion Date:



(i) the form of tenant estoppel (the “Tenant Estoppel”) for execution by tenants under
Existing Leases and New Leases as required in paragraph 10(a)(xiii) of this Agreement, and this
Agreement shall be amended to attach the form of Tenant Estoppel hereto as a new Exhibit F;



(ii) the form of subordination and non-disturbance agreement (“SNDA”) for execution by Seller,
Buyer, tenants of all or portions of the Properties, and Buyer’s lender at Closing as required in
paragraph 10(a)(xiii) of this Agreement, and the Agreement will be provided by Buyer and be
attached hereto as Exhibit G;



(iii) the form of Limited Warranty Deed (the “Fee Deed”) by which the Seller will convey the
Fee Properties to Buyer at Closing as required in paragraph 10(a)(i) of this Agreement, and this
Agreement shall be amended to attach the form of the Fee Deed as Exhibit H.



(iv) the form of Limited Warranty Deed (the “Improvements Deed” and collectively, with the
“Fee Deed,” the “Deeds”) by which Seller will convey the buildings and improvements on the Ground
Lease Properties to Buyer at Closing as required in paragraph 10(a)(ii) of this Agreement, and this
Agreement shall be amended to attach the form of approved Deed as a new Exhibit I;



(v) the form of Bill of Sale (the “Bill of Sale”) by which Seller will convey the Personalty
to Buyer at Closing as required in paragraph 10(a)(iii) of this Agreement, and this Agreement shall
be amended to attach the form of approved Bill of Sale as a new Exhibit J;



(vi) the form of Assignment of Tenant Leases (the “Lease Assignment”) by which Seller will
transfer and convey the New Leases and Existing Leases (collectively, the “ Tenant Leases”) to
Buyer at Closing as required in paragraph 10(a)(iv) of this Agreement, and this Agreement shall be
amended to attach the form of approved Lease Assignment as a new Exhibit K;



(vii) the form of Assignment of Service Agreements (the “Service Agreements Assignment”) by
which Seller will transfer and convey the Service Agreements to Buyer at Closing as required in
paragraph 10(a)(v) of this Agreement, and this Agreement shall be amended to attach the form of
approved Service Agreements Assignment as a new Exhibit L;



(viii) leases for execution by Buyer, as landlord, and Seller, as tenant, at Closing for the
space currently occupied by Seller at each Property (the “Triple Net Master Leases”), and this
Agreement shall be amended to attach the approved form of Triple Net Master Lease as a new Exhibit
M.



(b) Documents Provided by Buyer. Buyer shall furnish the following documents to be
used in this transaction, subject to the approval of the Seller:



(i) the form of Tenant Estoppel (the “Tenant Estoppel”) for execution by tenants under
Existing Leases and New Leases as required in Paragraph 10(a)(xiii) of this Agreement, and this
Agreement shall be amended to attach the form of Tenant Estoppel hereto as a new Exhibit F;



(ii) the form of subordination and non-disturbance agreement (“SNDA”) for execution by Seller,
Buyer, tenants of all or portions of the Properties, and Buyer’s lender at Closing as required in
Paragraph 10(a)(xiii) of this Agreement, and the Agreement will be provided by Buyer and be
attached hereto as a new Exhibit G;



(c) Due Diligence Completion Date. Buyer or Seller, as indicated, shall use
commercially reasonable, good faith efforts and shall work promptly and diligently to complete the
following (the “First Set of Due Diligence Items”) to Buyer’s satisfaction on or before the Due
Diligence Completion Date:



(i) Agreement of Seller and Buyer to cost allocations for services provided under contracts
that jointly cover hospital and medical office building space or Buyer and Seller agreeing to
separate agreements for the performance of such services in their respective Improvements and
buildings, respectively;



(ii) Evidence in form and substance satisfactory to Buyer that the current services provided
to the Properties for elevators, mechanical systems, life safety systems will continue after
Closing at rates and terms reasonably acceptable to Buyer;



(iii) Evidence of ability (or lack thereof) to assign and transfer any warranties that cover
roofs or equipment within the Properties;



(iv) Approval by Buyer of Exhibits C and D; and



(v) Receipt of evidence whether the current contracts for pest control and waste and garbage
collection services for the Properties can be assigned.



(d) Ground Lease and Declaration Document Completion Items. If this Agreement has not
been otherwise terminated, the parties shall have agreed to the form and content of the following
on or prior to 5:00 p.m. the Due Diligence Completion Date:



(i) a declaration of restrictive covenants, conditions and restrictions for each Fee Property
and each Ground Lease Property which among other things may grant rights of access, utilities and
parking, , grant rights to Seller for maintenance inspection, entity, and landscaping, and grant
rights to Buyer and Seller to add structures to the existing properties;



(ii) the Agreement Regarding Property Management Services (the “Property Management Services
Agreement”) by which Seller and Buyer will agree regarding services to be provided by Seller to
Buyer with regard to the Properties, and this Agreement shall be amended to attach the form of
approved Property Management Services Agreement as Exhibit M.



(e) Additional Due Diligence Completion. Buyer or Seller, as indicated, shall use
commercially reasonable, good faith efforts and shall work promptly and diligently to complete the
following (the “Second Set of Due Diligence Items”; together with the First Set of Due Diligence
Items, the “Due Diligence Items”) to Buyer’s satisfaction on or before the Due Diligence Completion
Date:



(i) Receipt of evidence in form and substance from the governing authorities satisfactory to
Buyer that the Fee Properties and Ground Lease Properties will, after completion of the Closing
hereunder, comply with all applicable zoning ordinances;



(ii) Receipt of evidence in form and substance satisfactory to Buyer that the Fee Properties
and Ground Lease Properties are served by utilities that are separately metered;



(iii) Evidence in form and substance satisfactory to Buyer that the Fee Properties and the
Leasehold Land which is the subject of the Ground Leases is each separately assessed or may be
separately assessed as of January 1, 2008, for ad valorem taxes and is not included for ad valorem
tax purposes with any other land and that the buildings and improvements located on the Leasehold
Land are assessed for ad valorem taxes separately from the underlying Land;



(iv) Receipt of a termite certification letter as may be required by Buyer’s lender; and



(v) Receipt of a certificate of occupancy for each Property or evidence that a certificate of
occupancy is not available for a Property as may be required by Buyer’s lender,



(f) Lender Document Completion Items. If this Agreement has not been otherwise
terminated, Seller and Buyer shall agree to the form and content of the following on or prior to
5:00 on the Due Diligence Completion Date:



(i) The estoppels, if any, reasonably required by Buyer’s lender, the Landlord under the
Ground Leases (the “Ground Lease Estoppels”), and this Agreement shall be amended to attach the
form of such Ground Lease Estoppels as a new Exhibit N; and



(ii) The Ground Leases shall be in final form as agreed by Buyer and Seller following receipt
after the Due Diligence Completion Date of any comments from Buyer’s lender.



(g) Document and Due Diligence Completion. Buyer and Seller agree that they shall
negotiate in good faith and shall work promptly and diligently to agree upon the form and content
of the documents listed in this paragraph 8(a), (d) and (f) (the “Negotiated Documents”) on or
prior to the Due Diligence Completion Date. In the event that Buyer and Seller, (i) fail to agree
upon the form and content of any of the Negotiated Documents, or (ii) the Due Diligence Items are
not satisfied to Buyer’s reasonable satisfaction, on or before the Due Diligence Completion Date,
Buyer may terminate this Agreement by delivering written notice to Seller within three (3) days
after the expiration of the Due Diligence Completion Date, including the delivery to Seller of all
items in accordance with paragraph 17(b). If this Agreement is terminated, the Earnest Money shall
be promptly returned to Buyer and the parties shall have no further obligations under this
Agreement except for those which specifically survive termination.



9. Prorations and Adjustments to Purchase PriceThe following prorations and
adjustments shall be made between Buyer and Seller at Closing, or thereafter if Buyer and Seller
shall agree:



(a) At Closing, Escrow Holder shall prorate real estate taxes and general assessments which
are a lien but not yet due and payable based on the most recent tax duplicate (except that if there
is or has been any reduction or abatement of taxes by virtue of the nature of the use of the
Property or by virtue of any exception or reduction in favor of Seller, which reduction or
abatement will no longer apply to the Property if Buyer acquires same or changes the use of the
Property, then the proration shall be based on the full amount of such taxes without reduction or
abatement and Seller shall also be charged with any “recaptured” taxes.) All special assessments
will be paid in full at Closing. When the actual amount of such taxes becomes known, the Escrow
Holder shall adjust the actual tax proration. The Escrow Holder shall retain in escrow an amount
equal to the current tax rate times the difference between [thirty-five percent (35%)] of the
Purchase Price and the assessed tax value of the Property, as shown on the last available County
Treasurer’s tax duplicate pending such adjustment to the tax proration. All assessments,
reassessed assessments and/or respread taxes upon the Property shall be paid in full out of
Seller’s funds at Closing. The balance of any funds held in escrow on account of the tax proration
made pursuant to this paragraph, after the payment of the tax installment for which the taxes were
escrowed, shall be returned to Seller.



(b) All utility charges for the Properties (including, without limitation, telephone, water,
storm and sanitary sewer, electricity, gas, garbage and waste removal) shall be prorated as of the
Closing Date, transfer fees required with respect to any such utility shall be paid by or charged
to Buyer, and Seller shall be credited with any deposits transferred to the account of Buyer;
provided, however, that at either party’s election any one or more of such utility accounts shall
be closed as of the Closing Date, in which event Seller shall be liable and responsible for all
charges for service through the Closing Date and shall be entitled to all deposits theretofore made
by Seller with respect to such utility, and Buyer shall be responsible for reopening and
reinstituting such service in Buyer’s name, and shall be responsible for any fees, charges and
deposits required in connection with such new account. If current, accurate information for
prorating such utility charges is not available on the date of Closing, utility prorations made at
Closing shall be estimated based on the best available information. After Closing and at such time
that accurate information is available, Seller shall re-prorate the utility charges and shall
notify Buyer in writing of the new proration. If the new utility proration reveals that monies are
due either to or from one of the parties, the party owing the money shall pay such money to the
other party within five (5) days of the date of Seller’s notice of the accurate utility proration.



(c) All rents (including base rent, percentage rent and all other rentals), payments for
taxes, payments for insurance, payments for common area maintenance charges, payments for operating
expenses and other payments on account of financial obligations of tenants under the Existing
Leases and the New Leases (herein called the “Tenant Financial Obligations”), which have actually
been paid as of the Closing Date shall be prorated as of the Closing Date. In the event that, at
the time of Closing, there are any past due or delinquent Tenant Financial Obligations, Buyer shall
use its reasonable efforts to collect such past due of delinquent Tenant Financial Obligations.
Seller shall also have the right to make such additional collection efforts as Seller shall deem
appropriate (but may not evict any tenant, cause any tenant to become insolvent, seek protection
under, or be forced into, a bankruptcy or insolvency or otherwise seek to terminate any Leases.
After Closing, (a) all monies received by Seller from or on behalf of any tenant owing delinquent
Tenant Financial Obligations as a result of Seller’s collection efforts shall be delivered to Buyer
for application in accordance with this Section 9(c); and (b) all monies received by Buyer from or
on behalf of any tenant owing delinquent Tenant Financial Obligations as a result of Buyer’s
collection efforts or from Seller pursuant to subsection (a) above shall be applied and paid in the
following order of priority: first, to Seller for delinquent or due but unpaid Tenant Financial
Obligations applicable to periods prior to the Closing Date.; and second, to Buyer for Tenant
Financial Obligations owing to Buyer for periods from and after the Closing Date. In the event
that any Tenant Financial Obligations paid by tenants under the Existing Leases and the New Leases
shall be based upon estimates of actual amounts due and are subject to subsequent adjustment with
the tenant, Seller and Buyer shall make between themselves any equitable adjustment required by
reason of any such subsequent adjustment with the tenant at the time of such subsequent adjustment.
In the event that any Tenant Financial Obligations payable by tenants under the Existing Leases or
New Leases shall be payable after Closing for periods prior to Closing, Seller and Buyer shall make
between themselves any equitable adjustment required by reason of such payments at the time of
actual payment. Further, in the event that, subsequent to Closing, Seller receives any payments of
Tenant Financial Obligations due from tenants under Existing Leases or New Leases for periods after
Closing, Seller shall properly endorse such payments to Buyer, and shall promptly forward such
payments to Buyer.



(d) Buyer shall receive a credit against the Purchase Price in the amount of all, if any,
refundable security deposits and other refundable deposits held by Seller which, as of the Closing
Date, have not been applied or expended for their intended purposes, and Seller shall retain such
funds free and clear of any and all claims on the part of tenants. Buyer shall be responsible for
maintaining as security deposits and other deposits the aggregate amount so credited to Buyer in
accordance with the provisions of the Existing Leases and the New Leases relevant thereto. 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 Closing cause Buyer to be named as
beneficiary under the Non-Cash Security Deposits. Buyer will not receive a credit against the
Purchase Price for such security deposits. In the event that the Buyer cannot be named the
beneficiary under the Non-Cash Security Deposits as of the Closing, an escrow shall be established
at Closing in an amount equal to all Non-Cash Security Deposits under which Buyer is not the
beneficiary as of the Closing.



(e) All amounts payable under any of the Service Agreements being assumed by Buyer shall be
prorated as of the Closing Date.



(f) Any other items which are customarily prorated in connection with the purchase and sale of
real estate in the State of Ohio similar to the Properties shall be prorated as of the Closing
Date.



Except as otherwise provided in Section 9(a), in the event that the amount of any item to be
prorated is not determinable at the time of Closing, such proration shall be made on the basis of
the best available information, and the parties shall re-prorate such item promptly upon receipt of
the applicable bills therefor and shall make between themselves any equitable adjustment required
by reason of any difference between the estimated amount used as a basis for the proration at
Closing and the actual amount subject to proration. The fact that an item has not been prorated
shall be noted on the Closing Statement and information with regard to the availability of the
information and how the re-proration is to be made will be described on the Closing Statement. The
re-proration shall be completed on or before sixty (60) days after Closing, unless the information
necessary for the re-proration is not available at that time. In the event any prorated item is
due and payable at the time of Closing, the same shall be paid at Closing. If any prorated item is
not paid at Closing, Seller shall deliver to Buyer the bills therefor promptly upon receipt thereof
and Buyer shall be responsible for the payment in full thereof within the time fixed for payment
thereof and before the same shall become delinquent. In making the prorations required by this
paragraph 6, the economic burdens and benefits of ownership of the Properties for the Closing Date
shall be allocated to Buyer.



10. Proceedings at ClosingOn the Closing Date, the Closing shall take place as
follows:



(a) Seller shall deliver to Buyer the following documents and instruments, duly executed by or
on behalf of Seller:



(i) a Limited Warranty Deed, in recordable form, in the form of, and on the terms and
conditions set forth in, the final approved Exhibit H, conveying the Fee Properties;



(ii) a Limited Warranty Deed, in recordable form, in the form of, and on the terms and
conditions set forth in, the final approved Exhibit I conveying the buildings and improvements
located on the Ground Lease Properties;



(iii) a Bill of Sale, in the form of, and on the terms and conditions set forth in, the final
approved Exhibit J conveying Seller’s interest in the Personalty;



(iv) the Lease Assignment, in the form of, and on the terms and conditions set forth in, the
final approved Exhibit K, whereby (w) Seller transfers and assigns to Buyer all of Seller’s right,
title and interest as “landlord” or “lessor” in, to and under the Existing Leases and the New
Leases, (x) Seller agrees to indemnify and hold Buyer harmless from and against any and all claims,
actions, charges, expenses, leasing commissions and similar compensation (including, without
limitation, reasonable attorney’s fees, and court costs) and liabilities relating to the Existing
Leases and New Leases that accrue in connection with acts or omissions occurring prior to the
Closing Date, or result from the failure of Seller to perform its obligations under, or to observe
the covenants and conditions in, the Existing Leases and New Leases, which accrue prior to the
Closing Date, (y) Buyer assumes and agrees to perform the duties and obligations of the “landlord”
or “lessor” under the Existing Leases and the New Leases (including, without limitation, commission
obligations) arising from and after the Closing Date (which assignment of tenant leases shall be
accepted and executed by Buyer), and (z) Buyer agrees to indemnify and hold Seller harmless from
and against any and all claims, actions, charges, expenses, leasing commissions and similar
compensation (including, without limitation, reasonable attorney’s fees, and court costs) and
liabilities relating to the Existing Leases and New Leases that accrue in connection with acts or
omissions occurring on or after the Closing Date, or result from the failure of Buyer to perform
its obligations under, or to observe the covenants and conditions in, the Existing Leases and New
Leases, which accrue on or after the Closing Date;



(v) the Service Agreement Assignments, in the form of, and on the terms and conditions set
forth in, the final approved Exhibit L, whereby (w) Seller transfers and assigns to Buyer all of
Seller’s right, title and interest in, to and under the Service Agreements (to the extent
assignable in accordance with their terms), (x) Seller agrees to indemnify and hold Buyer harmless
from and against any and all claims, actions, charges, expenses, commissions and similar
compensation (including, without limitation, reasonable attorney’s fees, and court costs) and
liabilities relating to the Service Agreements that accrue in connection with acts or omissions
occurring prior to the Closing Date, or result from the failure of Seller to perform its
obligations under, or to observe the covenants and conditions in, the Service Agreements, which
accrue prior to the Closing Date, (y) Buyer assumes and agrees to perform the duties and
obligations of the owner of the Property under the Service Agreements arising from and after the
Closing Date (which assignment shall be accepted and executed by Buyer), and (z) Buyer agrees to
indemnify and hold Seller harmless from and against any and all claims, actions, charges, expenses,
commissions and similar compensation (including, without limitation, reasonable attorney’s fees,
and court costs) and liabilities relating to the Service Agreements that accrue in connection with
acts or omissions occurring on or after the Closing Date, or result from the failure of Buyer to
perform its obligations under, or to observe the covenants and conditions in, the Service
Agreements, which accrue on or after the Closing Date;



(vi) Declarations of Easements, Covenants and Restrictions as applicable to each Fee Property
and Ground Lease Property;



(vii) a Certificate and Affidavit of Non-Foreign Status;



(viii) a completed 1099-S request for taxpayer identification number and certification, and
acknowledgment;



(ix) an affidavit and indemnity agreement in standard form regarding contractor’s and
materialmen’s liens on the Properties acceptable to Buyer’s title insurer;



(x) the Ground Leases and Memorandums of same;



(xi) a counterpart closing statement;



(xii) Evidence in form and substance reasonably satisfactory to Buyer’s title insurer that
Seller has the power and authority to execute and enter into this Agreement and to consummate the
purchase and sale of the Properties, and that any and all actions required to authorize and approve
the execution of and entry into this Agreement by Seller, the performance by Seller of all of
Seller’s duties and obligations under this Agreement, and the execution and delivery by Seller of
all documents and other items to be executed and delivered to Buyer at Closing, have been
accomplished;



(xiii) For each Property, executed original Tenant Estoppel certificates in the form of the
final approved Exhibit F from the greater of (A) the tenants that pay at least 75% of the gross
rent due from the tenants who are not affiliated with Seller, or (B) the tenants who occupy at
least 75% of the gross rentable square footage occupied by tenants; provided that Seller shall
provide a Tenant Estoppel for any tenants that fail to provide a Tenant Estoppel in excess of the
percentages required above. Such Tenant Estoppels shall be in the form as provided by the Buyer;



(xiv) If required by the lender providing Buyer with the acquisition loans to acquire the
Properties, executed SNDAs in the form of the final Exhibit G from such tenants as are designated
by such lender. Such SNDAs shall be in a form provided by Buyer;



(xv) Executed Property Management Services Agreement in the form of the final Exhibit M (which
document shall also be executed and delivered by Buyer);



(xvi) If and to the extent in Seller’s possession, (A) the executed originals of the Existing
Leases, the New Leases and the Service Agreements, (B) the originals of warranties and guaranties
with respect to the Properties and certificates, licenses, permits, authorizations, consents and
approvals of any governmental authority previously issued in connection with the Properties; and
(C) copies of books, records and correspondence pertinent to the continued use, occupancy and
operation of the Properties;



(xvii) Certified rent rolls as of the date of Closing which are certified as accurate by an
officer of Seller;



(xviii) The Triple Net Master Leases; and



(xix) Such other usual and customary documents for transactions of this type in the State of
Ohio and as may be reasonably required by Buyer.



The Certificate and Affidavit of Non-Foreign Status, a l099-s, the affidavit and indemnity
agreement regarding contractor’s and materialmen’s liens, the Ground Leases and Memorandums of
same, the closing statement, the evidence of Seller’s authority to consummate this Agreement, the
Agreement Regarding Property Management Personnel, the Tenant Estoppel, the SNDA, the Deeds, the
Bill of Sale, the Lease Assignment and the Service Agreement Assignment are sometimes collectively
referred to herein as the “Closing Documents” and individually, a “Closing Document.”



(b) Buyer shall deliver to Seller the following items, if the same have not been theretofore
delivered by Buyer to Seller:



(i) the Purchase Price to Seller in accordance with the provisions of this Agreement;



(ii) counterparts to the Lease Assignment, the Assignment of Service Contract, the Property
Management Services Agreement, and the Closing Statement;



(iii) Ground Leases and Memorandums of same;



(iv) The Triple Net Master Leases; and



(v) Such other usual and customary documents for transactions of this type in Ohio and as may
be reasonably required by Seller.



11. Costs of ClosingSeller shall bear and pay the cost of any fees or commissions
owing to the Broker (as defined in paragraph 18), Seller’s attorneys’ fees and the Ohio real estate
transfer tax and related recording costs payable in connection with the recordation of the Deeds
and Ground Leases conveying the Properties. Buyer shall bear and pay the cost of Buyer’s
attorneys’ fees, the costs of the Surveys, the premiums for any owner’s or leasehold policy of
title insurance issued in favor of Buyer insuring Buyer’s title to the Properties, and costs
associated with Buyer’s Due Diligence. Other transaction costs will be borne by the parties in the
usual and customary fashion for a transaction of this type in the State of Ohio.



12. Possession at Closing; Conditions to Closing



(a) Seller shall surrender possession of the Properties to Buyer on the Closing Date, subject
to the Permitted Exceptions.



(b) The obligations of Buyer under this Agreement are hereby expressly made subject to each
and all of the following conditions being satisfied by the Closing Date, which conditions are for
the sole benefit of Buyer and may be waived by Buyer, in whole or in part, by written waiver
delivered to Seller or Buyer may, in its sole discretion, elect to extend the time available for
the satisfaction of such condition by up to a total of thirty (30) days:



(i) Buyer (and the lender providing Buyer with the acquisition loans to acquire the
Properties) shall have received the Tenant Estoppel certificates from at least the tenants required
pursuant to Paragraph 10(a)(xii).



(ii) Seller shall have performed and complied with all covenants and agreements required to be
performed and complied with by Seller on or prior to the Closing and Seller shall have delivered or
caused to be delivered at Closing all of the documents and instruments required by this Agreement
to be delivered by Seller and shall have taken all other action and fulfilled all other conditions
required of Seller under this Agreement.



(iii) The truth and accuracy as of the date of this Agreement and the Closing Date of each and
every warranty and representation made herein by Seller.



(iv) Title Company shall be irrevocably committed to issue an owner’s policy of title
insurance for the Fee Properties and a leasehold policy of title insurance (or customary mark-up of
title commitments for such policies) insuring Buyer’s title and interest in the Properties in the
amount of the Purchase Price subject only to the Permitted Exceptions without any “standard”
exceptions including without limitation, any exception for liens of laborers, mechanics or
materialmen, or rights of parties in possession other than tenants under Existing Leases or New
Lease, such title insurance policies to include extended coverage and those endorsements reasonably
requested by Buyer and being effective as of the time of delivery to the Buyer at Closing (i.e.,
providing gap coverage from delivery to recording).



(v) Receipt of signed lease amendment(s) in form and substance reasonably satisfactory to
Buyer bringing short form tenant leases into conformity with building standard space lease form.



(vi) Receipt of a certificate from Seller that the representations and warranties made by
Seller in paragraph 15(b) of this Agreement are true and correct as of the Closing Date; provided,
however, where such representation and/or warranty are qualified by knowledge, such representation
and/or warranty may be modified at Closing to reflect conditions of which Seller became
knowledgeable of after the date of this Agreement as a result of Buyer’s investigations.



(c) The Closing of this purchase is made specifically contingent on the following:



(i) There shall be no change in the matters reflected in the title documents, and there shall
not exist any encumbrance or title defect affecting the Properties not described in the title
documents except for the Permitted Exceptions or matters to be satisfied at the Closing;



(ii) On the Closing Date, the Title Company shall be unconditionally obligated and prepared,
subject to the payment of the applicable title insurance premium and other related charges, to
issue to Buyer the Title Policies;



(iii) No tenant shall be in default under its lease nor shall any tenant have given notice
that it is discontinuing operations at the Properties nor shall a tenant filed bankruptcy or sought
any similar debtor protective measure or be the subject of an involuntary bankruptcy;



(iv) Seller shall obtain and deliver to Buyer, no later than thirty (30) days prior to
Closing, estoppel certificates, in the form attached hereto as Exhibit F and subordination,
nondisturbance and attornment agreements (“SNDAs”), in the form attached hereto as Exhibit G, dated
no earlier than thirty (30) days prior to the Closing Date from not less than seventy-five percent
(75%) of the tenants, in all cases on forms provided by (or otherwise approved by) Buyer. The
matters certified in the estoppel certificates and any modifications to the SNDA forms shall be
subject to Buyer’s reasonable approval. Buyer shall notify Seller within three (3) days before the
Closing Date of Buyer’s approval or disapproval and the basis of such disapproval, if disapproved.
If Buyer disapproves of any estoppel certificate or SNDA, and Seller is unable to deliver, in
Buyer’s good faith business judgment, a reasonably acceptable estoppel certificate or SNDA (as the
case may be) prior to the Closing, the Buyer shall have the right to terminate this Agreement and
to obtain a refund of the Earnest Money without any further action required by any party, and
neither party shall have any further obligation to the other;



(v) If any tenant security deposit is in a form other than cash, the instrument constituting
the security deposit must be reissued in Buyer’s name as of the Closing Date or else a cash escrow
equal to the amount of the security deposit will be established at the Closing Date until the
instrument is reissued in Buyer’s name. Prior to such time of reissue, Buyer shall be entitled to
draw from such cash escrow in the event the terms of the relevant lease entitle the Buyer, as
landlord, to draw on the non-cash deposit. The provisions of this section shall survive the
Closing;



(vi) Except as disclosed in the Due Diligence Items, on the Closing Date, no action or
proceeding shall have been instituted or be threatened before any court or governmental authority
(A) that relates to the Properties and affects the Properties after the Closing or (B) that seeks
to restrain or prohibit, or to obtain substantial damages in respect of, or which is related to or
arises out of, this Agreement or the consummation of the transactions contemplated herein, unless
Seller has demonstrated, to Buyer’s reasonable satisfaction, that any costs and liabilities to be
incurred in connection with such matters are fully covered by Seller’s insurance;



(vii) As of the Closing Date, Seller shall not have commenced (within the meaning of any
Bankruptcy Law) a voluntary case, nor shall there have been commenced against Seller an involuntary
case, nor shall Seller have consented to the appointment of a Custodian of it or for all or any
substantial part of its property, nor shall a court of competent jurisdiction have entered an order
or decree under any Bankruptcy Law that is for relief against Seller in an involuntary case or
appoints a Custodian of Seller for all or any substantial part of its property. The term
“Bankruptcy Law” means Title 11, U.S. Code, or any similar state law for the relief of debtors.
The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under
any Bankruptcy Law.



In the event that the purchase and sale hereunder is not closed by reason of the failure of
any one or more of the conditions set forth in this paragraph, and there is no default by Seller or
default by Buyer hereunder, then the Earnest Money shall be returned to Buyer, and thereafter no
party hereto shall have any rights, claims, obligations or liabilities hereunder, except for those
that are expressly provided herein to survive a termination of this Agreement.



13. Remedies(a) If the purchase and sale of the Properties contemplated hereby is not
consummated in accordance with the terms and provisions of this Agreement due to circumstances or
conditions which constitute a default by Buyer under this Agreement, Seller shall be entitled to
terminate this Agreement and recover the Earnest Money as liquidated damages for such default, and
not as a penalty or forfeiture, in satisfaction of claims against Buyer hereunder, and Seller
agrees that this shall be Seller’s sole and exclusive remedy for any such default by Buyer. Seller
and Buyer agree that it would be impracticable and extremely difficult to fix the actual damages
suffered by Seller as a result of Buyer’s failure to complete the purchase of the Properties
pursuant to this Agreement. The parties further agree that under the circumstances existing as of
the date hereof, the Earnest Money as liquidated damages represents a reasonable estimate of the
damages which Seller would incur as a result of such failure.



(b) If the purchase and sale of the Properties contemplated hereby is not consummated in
accordance with the terms and provisions of this Agreement due to circumstances or conditions which
constitute a default by Seller under this Agreement, Buyer may elect one of the following remedies:
(i) specific performance of Seller’s obligations hereunder, it being acknowledged that the
Properties are unique and that monetary damages would not be an adequate remedy; or (ii) to
terminate this Agreement by giving Seller written notice of such election prior to or at Closing
and recover the Earnest Money, and Seller shall, promptly following Buyer’s demand tendered in
reasonable detail, accompanied by appropriate and reasonable backup documentation to Seller within
thirty (30) days after the termination, reimburse Buyer for all of Buyer’s out-of-pocket costs and
expenses (including, without limitation, the costs of title, survey, reports, studies, third-party
consultants, lender charges and commitment fees, travel expenses, and reasonable attorney’s fees)
incurred in this transaction (provided, however, in no event shall Seller reimburse Buyer for costs
and expenses in excess of $50,000), and thereafter all rights and obligations of the parties under
this Agreement shall expire and this Agreement shall become null and void. The inability of Seller
to convey good and marketable fee simple title to the Properties on the Closing Date shall not
constitute a default by Seller under this Agreement unless such inability is caused by a defect in
Seller’s title to the Properties which is not a Permitted Exception under this Agreement, which
arises subsequent to the date of Seller’s execution of this Agreement, and which arises solely by
reason of an affirmative act of Seller. Except as otherwise expressly set forth in this Agreement,
Seller shall have no other liability to Buyer under this Agreement.



14. Damage or Destruction(a) If any portion of any of the Properties is damaged or
destroyed by casualty prior to Closing, Seller shall give Buyer prompt written notice thereof. If
damage or destruction by casualty in an amount which exceeds $200,000 to repair occurs at any one
of the Properties or damage or destruction by casualty in an amount exceeding $1,000,000 in the
aggregate at any or all of the Properties occurs prior to Closing, Buyer shall have the right, at
Buyer’s option, to terminate this Agreement by giving written notice to Seller on or before the
date ten (10) days after the date upon which Seller gives Buyer written notice of such casualty, in
which event the Earnest Money shall be refunded to Buyer promptly upon request, all rights and
obligations of the parties under this Agreement shall expire, and this Agreement shall become null
and void. In the event of lesser damage or destruction, Buyer shall have no right to terminate
this Agreement by reason of such damage or destruction.



(b) If any portion of the Properties is damaged or destroyed by casualty prior to Closing and
the purchase and sale of the Properties contemplated by this Agreement is thereafter actually
consummated, the Purchase Price shall be reduced by the estimate of the cost of reconstruction as
reasonably determined by Buyer and Seller.



15. Representations and Warranties(a) Mutual Representations. To induce each
other to enter into this Agreement, each party hereby represents and warrants to the other that (i)
it has been duly authorized and empowered to enter into this Agreement and to perform fully its
obligations hereunder, (ii) such obligations constitute the valid and binding obligations of such
party, enforceable in accordance with their terms, and (iii) that no further consents of any other
person, entity, public body or court are required in connection with this Agreement and the
performance of all obligations hereunder.



(b) Seller’s Warranties and Representations. To induce Buyer to enter into this
Agreement, Seller represents and warrants to Buyer, except as referenced in the Exhibits attached
hereto and incorporated herein by this reference that:



(i) Marketable Title. Seller has good and marketable title to the Properties, subject
to the Permitted Exceptions. There are no outstanding rights of first refusal, rights of reverter
or options relating to the Properties or any interest therein. To Seller’s knowledge, there are no
unrecorded or undisclosed documents or other matters which affect title to the Properties, except
Tenant Leases. Subject to the Leases, Seller has enjoyed the continuous and uninterrupted quiet
possession, use and operation of the Properties, without material complaint or objection by any
person;



(ii) Utilities. To Seller’s knowledge, all water, sewer, gas, electric, telephone and
drainage facilities, and all other utilities required by law or by the normal operation of the
Properties are connected to the Properties and are adequate to service the Properties in its
present use and normal usage by the tenants and occupants of the Properties and are in good working
order and repair;



(iii) Material Defects. Seller has no knowledge of or experienced any physical or
mechanical defects in the buildings or any material settlement or earth movement affecting the
Properties;



(iv) Claims and Settlements. There are no unpaid bills, claims, or liens in
connection with any construction or repair of the Properties except for those that will be paid in
the ordinary course of business prior to Closing or which have been bonded over or the payment of
which has otherwise been adequately provided for to the satisfaction of Buyer;



(v) Personal Property. Seller has good title to all the Personalty and the execution
and delivery to Buyer of the Bill of Sale shall vest good title to all of the Personalty in Buyer,
free and clear of liens, encumbrances and adverse claims;



(vi) Rights. Neither Seller nor any previous owner of the Properties has, except by operation
of law, sold, transferred, conveyed, or entered into any agreement regarding “air rights,” “excess
floor area ratio,” or other rights or restrictions relating to the Properties except as otherwise
expressly set forth in the Title Policy for the Properties;



(vii) Zoning. Seller has no knowledge of any pending application for changes in the
zoning affecting Properties, and Seller has received no written notification that any governmental
authority has determined that there are any zoning violations with respect to the Properties.



(viii) Licenses/Permits. Seller possesses all governmental licenses and permits which
may be necessary to the operation of the Properties and all such licenses and permits are current
and valid. To Seller’s knowledge, neither the Properties nor the use thereof violates any
governmental law or regulation or any covenants or restrictions encumbering the Properties and
there are no material physical defects in the Improvements. Seller has not received any written
notice from any insurance company or underwriter, nor is it aware, of any defects that would
materially adversely affect the insurability of the Properties or cause an increase in insurance
premiums. Seller has not received written notice from any governmental authority or other person
of, and has no knowledge of any violation of zoning, building, fire, health, environmental, or
other statutes, ordinances, regulations or orders (including those respecting the Americans with
Disabilities Act), or any restriction, condition, covenant or consent in regard to the Properties
or any part thereof which have not been corrected to the satisfaction of the issuer.



(ix) Environmental Condition. To the best of Seller’s knowledge and belief, the
Properties are free of “contamination” from (A) any “hazardous waste,” any “hazardous substance,”
and any “oil, petroleum products, and their by-products,” as such terms are defined by any federal,
state, county or local law, ordinance, regulation or requirement applicable to any Property, as the
same may be amended from time to time, and including any regulations promulgated thereunder, and
(B) any substance the presence of which on the Properties are regulated or prohibited by any law
(collectively, “Hazardous Substances”). “Contamination” means the presence of Hazardous Substances
at a Property or arising from a Property that may require remediation or cleanup under any
applicable law. Seller has not used any Hazardous Substances on, from or affecting a Property in
any manner that violates any applicable law, and to the best of Seller’s knowledge, no prior owner
or user or tenant of the Properties has used such substances on, from, or affecting the Properties
in any manner which violates any applicable law. Other than the remediation and removal actions
described on Appendix 5 and any biohazardous waste generated by space tenants in the regular course
of business (all tenants are responsible for the removal of such biohazardous waste from the leased
premises as set forth in such tenant leases), Seller has no knowledge of any need for mold
remediation or asbestos removal at the Properties. Seller shall notify Buyer of any governmental
notice or a notice from any other entity with regard to the violation of any applicable laws with
regard to the Properties.



(x) Litigation. There is no litigation, arbitration or proceeding pending or, to the
best of Seller’s knowledge and belief, threatened, before any court or administrative agency or any
other condition that relates to or affects the Properties, Seller’s performance hereunder, or
Buyer’s intended use of the Properties, or which will result in a lien, charge, encumbrance or
judgment against any part of or any interest in the Properties.



(xi) No Contracts. Seller has not entered into any other contracts, agreements or
understandings, written or, to the best of Seller’s knowledge and belief, verbal, for the sale or
transfer of any portion of the Properties which are currently in force. Between the date of this
Agreement and all closing hereunder, no part of the Properties will be alienated, encumbered or
transferred except as contemplated by this Agreement.



(xii) Non-Foreign Certification. Seller is not a “foreign person” which would subject
Buyer to withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as
amended.



(xiii) Condemnation. There are no pending condemnation actions with respect to the
Properties, nor, to the best of Seller’s knowledge and belief, has Seller received any notice of
contemplated or threatened condemnation.



(xiv) Leases. Except for the leases described on Exhibit C attached hereto, Seller
has not entered into any leases, tenancies, licenses, occupancies, concessionaires or occupancy
agreements with respect to the Properties or any portion thereof which remain in effect and no
person or entity other than Seller is in possession or has any right of possession to all or any
portion of the Properties. Attached hereto as a portion of Exhibit C is a true, correct and
complete copy (as of the date of this Agreement) of the rent rolls for the Properties which rent
rolls will be updated at Closing and provided to Buyer. As to any leases, tenancies, licenses,
occupancies, concessionaires or occupancy agreements being assigned by Seller to Buyer, Seller has
paid or will pay prior to Closing all leasing commissions, tenant improvement costs and other costs
and expenses associated with such leases, tenancies, licenses, occupancies, concessionaires or
occupancy agreements. To the best of Seller’s knowledge and belief, no defaults exist under any
Existing Lease other than as disclosed in Exhibit C.



(xv) Service Agreements. Except as listed on Exhibit D, there are no management,
service or other contracts or agreements which affect the Properties. To the best of Seller’s
knowledge and belief, no default exists under any Service Agreements other than as disclosed on
Exhibit L.



(xvi) Property Information. To the best of Seller’s knowledge and belief, copies of
the Due Diligence Materials and all documents containing information material to the ownership or
operation of the Properties have been delivered to Buyer and are true, correct and complete copies;
and Seller is not aware of any material inaccuracy or omission in such information.



(xvii) ERISA.



(a) that Seller is not and is not acting on behalf of (i) an “employee benefit plan” within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986,
as amended or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R.
§2510.3-101 of any such employee benefit plan or plans; and



(b) that either (i) Seller is not a “party in interest”, within the meaning of Section 3(14)
of ERISA with respect to any “employee benefit plan” within the meaning of Section 3(3) of ERISA or
(ii) neither Seller nor its affiliates (within the meaning of part V(c) of Department of Labor
Prohibited Transaction Class Exemption 84-14 (“PTE 84-14”), during the immediately preceding year,
has had the authority to appoint or terminate Buyer as an investment manager to any employee
benefit plan, or negotiate the terms of any management agreement between Buyer and any employee
benefit plan; and



(c) that Seller is not “related” to Buyer within the meaning of part V(h) of PTE 84-14.



(xviii) Patriot Act. Seller is not acting, directly or indirectly for, or on behalf
of, any person, group, entity or nation named by any Executive Order (including the September 24,
2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist,
“Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or
nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets
Control, and is not engaging in the transactions described herein, directly or indirectly, on
behalf of, or instigating or facilitating the transactions described herein, directly or
indirectly, on behalf of, any such person, group, entity or nation.



(c) Survival. The representations and warranties of the parties set forth herein
shall be true as of the effective date and the date of closing and shall survive the closing for a
period of one (1) year. Seller shall notify Buyer in writing immediately if any representation
becomes untrue or misleading in light of information obtained by Seller after the effective date.



16. Condemnation(a) In the event of commencement of eminent domain proceedings
respecting any portion of the Properties prior to Closing, Seller shall give Buyer prompt written
notice thereof. If all or any part of the Properties is taken by eminent domain proceedings, or if
there is the commencement or bona fide threat of the commencement of any such proceedings prior to
Closing, Buyer shall have the right, at Buyer’s option, to terminate this Agreement by giving
written notice to Seller on or before the date ten (10) days after the date upon which Seller gives
Buyer written notice of such taking, in which event the Earnest Money shall be refunded to Buyer
promptly upon request, all rights and obligations of the parties under this Agreement shall expire,
and this Agreement shall become null and void.



(b) If all or any part of the Properties is taken by eminent domain proceedings prior to
Closing and the purchase and sale of the Properties contemplated by this Agreement is thereafter
actually consummated: (1) the Purchase Price shall be reduced by the total of any awards or other
proceeds actually received by Seller on or before the Closing Date with respect to any taking and
not expended by Seller prior to Closing for the repair or restoration of the Properties; and (ii)
at Closing, Seller shall assign to Buyer all rights of Seller in and to any awards or other
proceeds payable thereafter by reason of such taking.



17. Ownership of Information; Confidentiality Obligation(a) Reserved.



(b) If the purchase and sale of the Properties is not consummated in accordance with this
Agreement, regardless of the reason or the party at fault, Buyer shall immediately deliver to
Seller, at Buyer’s cost and expense and at no cost or expense to Seller: (i) a list setting forth
the names of all persons or entities who conducted investigations, examinations, tests or
inspections of or with respect to the Properties on behalf of or at the instance of Buyer; (ii)
using Buyer’s commercially reasonable efforts, substantially all reports, studies, surveys, site
plans and other written or graphic material of any kind or nature whatsoever generated, collected,
prepared or compiled by third parties in connection with such investigations, examinations, tests
or inspections; and (iii) an instrument in form and substance reasonably satisfactory to Seller
transferring and assigning to Seller all of Buyer’s rights, title and interest in or to the
materials described in clause (ii), above. Buyer’s obligation to deliver to Seller all items
required by this subparagraph (b) shall survive any termination of this Agreement, but Buyer shall
be entitled to a distribution of the Earnest Money, so long as it would otherwise be entitled to
such Earnest Money under the terms of this Agreement, prior to the delivery by Buyer to Seller of
the documents described in this paragraph 17(b).



(c) No information or contents of any environmental reports, nor the results of any
investigation of the Properties, including, but not limited to, the contents of the report issued
in connection therewith, shall be disclosed by Buyer or its agents, consultants or employees to any
third party without Seller’s prior written approval, unless and until Buyer is legally compelled to
make such disclosure under applicable laws or until Buyer consummates its purchase of the
Properties pursuant to this Agreement. Notwithstanding the foregoing, Buyer may disclose such
matters to Buyer’s consultants and Buyer’s directors, officers, employees, legal counsel, lenders,
lender’s counsel, investors and investors’ counsel (other than Disqualified Person(s)) or
prospective lenders (herein collectively called the “Related Parties”) who, in Buyer’s reasonable
opinion, must know such information for the purpose of evaluating the same for Buyer as a potential
purchaser of the Properties.



For purposes of this Agreement, “Disqualified Person(s)” shall mean any person, entity, or any
affiliate of a person or entity, which directly or indirectly engages in activities that are
Prohibited Competitive Services or are directly competitive with Seller in the following counties:
The Ohio counties of Allen, Auglaize, Hardin, Logan, Mercer, Putnam and Van Wert (and all
incorporated cities, towns and municipalities located within such counties); provided, however,
that (i) no lender or prospective lender of Buyer shall be considered a Disqualified Person and
(ii) no person shall be considered a Disqualified Person on account of the fact that an affiliate
of such person that is an upper tier investor in such person (that is, an entity which does not own
direct ownership interests in such person) directly or indirectly engages in activities that are
directly competitive with Seller if such affiliate is a “sister” affiliate and is controlled either
by an institutional investor or a person whose ownership interests are publicly traded.



“Prohibited Competitive Services” are those services described on Exhibit E attached hereto
and incorporated herein by this reference. Activities and/or opportunities relating to the
development ownership operation and/or management of hospitals, acute care facilities, outpatient
clinics or ambulatory centers will be considered “directly competitive” with Seller’s business. A
Disqualified Person shall specifically inc1ude, but not be limited to, any entity owned by, related
to or affiliated with Lima Memorial Health System or it’s successors. Buyer shall take all
necessary actions to ensure that any Related Parties to whom such documents items or information
are furnished not make the same available or disclose the contents thereof to any person. If this
Agreement is terminated for any reason, Buyer shall immediately return to Seller substantially all
(using Buyer’s best efforts) documents plans and other items furnished to Buyer or any Related
Parties pursuant to this subparagraph (c) without retaining copies thereof. Notwithstanding
anything herein to the contrary the provisions of this subparagraph (c) shall survive the
consummation of the purchase and sale of the Properties on the Closing Date hereunder or any
termination or cancellation of this Agreement.



18. Broker and CommissionAll negotiations relative to this Agreement and the purchase
and sale of the Properties as contemplated by and provided for in this Agreement have been
conducted by and between Seller and Buyer without the intervention of any person or other party as
agent or broker, with the exception of Shattuck Hammond Partners (“Broker”) which represents
Seller. Seller shall pay any commission owed to Broker in connection with the sale of the
Properties and Seller agrees to indemnify Buyer from and against any and all claims, demands or the
costs and expense thereof including reasonable attorney’s fees arising out of any claim by Broker
for a brokerage commission, fee or other compensation due or alleged to be due in connection with
the transaction contemplated by this Agreement. In addition each party agrees to indemnify and
hold the other harmless from and against any and all other claims demands or the costs and expense
thereof including reasonable attorney’s fees arising out of any brokerage commission fee or other
compensation due or alleged to be due in connection with the transaction contemplated by this
Agreement based on an agreement alleged to have been made or other action alleged to have been
taken by the indemnifying party.



19. SurvivalThe provisions of paragraphs 8, 15, 17 and 21(d) of this Agreement and the
provisions of paragraph 7(d) of this Agreement shall survive the consummation of the purchase and
sale of the Properties on the Closing Date, the delivery of the Deed and the payment of the
Purchase Price provided that any claims under Section 15 shall be subject to the time limitation
set forth in Section 15(c). Notwithstanding anything to the contrary set forth in this Agreement,
the provisions of paragraphs 12, 17, and 18 of this Agreement and the provisions of paragraph 5(c)
of this Agreement shall also survive any termination of this Agreement in accordance with its terms
for twelve (12) months from the Closing Date.



20. Covenants of SellerFrom and after the date hereof until the earlier to occur of
the Closing hereunder or a termination of this Agreement:



(a) Seller shall maintain the Properties in a manner consistent with the manner Seller has
maintained the Properties prior to the date hereof.



(b) Seller shall comply with all federal, state, municipal and other governmental laws,
ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants,
easements and restrictions relating to the Properties.



(c) Seller shall not sell, convey, encumber, mortgage, pledge, hypothecate or otherwise
transfer or dispose of all or any part of the Properties or any interest therein, nor shall Seller
initiate, consent to, approve or otherwise take or permit any action with respect to zoning,
access, utility, availability or other governmental rules or regulations presently applicable to
all or any portion of the Properties without Buyer’s prior written consent, which shall not be
unreasonably withheld, conditioned or delayed.



(d) Seller shall not amend, modify, renew, terminate or extend any of the Existing Leases (nor
waive any provision in any Existing Lease or consent to any material matter, such as an assignment
or sublease) nor enter New Leases without the consent of Buyer, which consent shall not be
unreasonably withheld, conditioned or delayed. If Seller desires to amend, modify, renew,
terminate or extend any of the Existing Leases or enter any New Leases, Seller shall deliver
written notice to Buyer of such intention, which written notice shall contain information regarding
the proposed action that Seller believes is reasonably necessary to enable Buyer to make an
informed decision with respect to the proposed action. If Buyer has not responded within five (5)
business days of the date of a written request by Seller, Buyer’s consent shall be deemed given.
Any notice from Buyer rejecting the proposed action shall include a description of the reasons for
Buyer’s objection specified in reasonable detail. All leasing commissions, tenant improvement
costs or other costs and expenses incurred by Seller with respect to the foregoing shall be at
Seller’s costs and expense.



(e) Without the prior written consent of Buyer, which shall not be unreasonably withheld,
conditioned or delayed, Seller shall not modify, amend, terminate or waive any provisions of any
easements, covenants, rights-of-way or similar agreements affecting title, or take any action that
would result in additional liens or other encumbrances to title to the Properties.



(f) Seller will take, or cause to be taken, all action necessary to cause the warranties and
representations of Seller contained herein to remain true and correct in all respects from the date
hereof through the Closing Date and will refrain from taking any action which could cause any such
warranty or representation to become incorrect or untrue at any time during such period, and Seller
shall promptly give written notice to Buyer of the occurrence of any event which affects the truth
and accuracy of any representation or warranty made or to be made by Seller under or pursuant to
the terms hereof.



(g) Seller shall cause to be in force fire and extended coverage insurance upon the
Properties, and public liability insurance with respect to damage or injury to persons or property
occurring on the Properties in at least such amounts, and with the same deductibles, as are
maintained by Seller on the date hereof;



(h) Seller shall operate the Properties in substantially the same manner as it has operated
the Properties before the Effective Date and maintain and keep the Properties such that on the
Closing Date the Properties is in at least as good condition and repair as on the Effective Date,
reasonable wear and tear excepted. Seller may not make any material alterations to the Properties
without Buyer’s prior written consent;



(i) Seller shall provide Buyer with copies of (a) any default letters sent to or received from
tenants and, (b) any copies of correspondence received from a tenant that it is discontinuing
operations at the Properties or seeking to re-negotiate its lease and (c) notices of bankruptcy
filings received with respect to any tenant; 



(j) Seller shall use diligent efforts to obtain subordination, attornment and non-disturbance
agreements and estoppel certificates from not less than seventy-five percent (75%) of the tenants,
on the form provided by the Buyer;



(k) Seller shall operate the Properties from and after the date hereof in substantially the
same manner as prior thereto;



(l) Seller shall notify Buyer of any material change in any condition with respect to the
Properties or any material event or circumstance that makes any representation or warranty of
Seller under this Agreement untrue or misleading;



(m) Seller shall not, without Buyer’s written approval, (a) amend or waive any right under any
Service Agreement, or (b) enter into any service, operating or maintenance agreement affecting the
Properties that would survive the Closing; and



(n) Seller shall not sell, assign, or convey any right, title, or interest whatsoever in or to
the Properties, or create or permit to attach any lien, security interest, easement, encumbrance,
charge, or condition affecting the Properties (other than the Permitted Exceptions).



21. General Provisions(a) Notices. Whenever any notice, demand or request is
required or permitted under this Agreement, such notice, demand or request shall be in writing and
shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return
receipt requested, or be sent by nationally recognized commercial courier for next business day
delivery, to the addresses set forth below their respective executions hereof, or to such other
addresses as are specified by written notice given in accordance herewith, or shall be transmitted
by facsimile to the number for each party set forth below their respective executions hereof, or to
such other numbers as are specified by written notice given in accordance herewith; provided,
however, if given by facsimile the party sending the fax receives a fax confirmation and a copy of
the notification is simultaneously sent by one of the other means set forth in this paragraph. All
notices, demands or requests delivered by hand shall be deemed given upon the date so delivered;
those given by mailing as hereinabove provided shall be decried given on the date of deposit in the
United States Mail; those given by commercial courier as hereinabove provided shall be deemed given
on the date of deposit with the commercial courier; and those given by facsimile shall be deemed
given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a
response to any notice, demand or request must be given shall commence to run from the date of
receipt of the notice, demand or request by the addressee thereof. Any notice, demand or request
not received because of changed address or facsimile number of which no notice was given as
hereinabove provided or because of refusal to accept delivery shall be deemed received by the party
to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first
business day after deposit with commercial courier, or on the third business day following deposit
in the United States Mail, as the case may be.



(b) Facsimile as Writing. The parties expressly acknowledge and agree that,
notwithstanding any statutory or decisional law to the contrary, the printed product of a facsimile
transmittal shall be deemed to be “written” and a “writing” for all purposes of this Agreement.



(c) Assignment. Buyer may assign any or all of its rights and obligations under this
Agreement to any one or more persons or entities upon notice to Seller provided that Buyer and the
assignee execute an assignment and assumption agreement pursuant to which the assignee expressly
assumes all of Buyer’s obligations under this Agreement.



(d) Cooperation with S-X 3-14 Audit. Seller acknowledges that Buyer shall have the right to
assign all of its rights, title and interest in and to this Agreement and that the assignee may be
a publicly registered company (“Registered Company”) promoted by the Buyer.  The Seller
acknowledges that it has been advised that if the Buyer is a Registered Company, the assignee is
required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”)
that related to the most recent pre-acquisition fiscal year and the current fiscal year through the
date of acquisition (the “Audited Year”) for the Properties.  To assist the assignee in preparing
the SEC Filings, the Seller agrees to provide the assignee with the following:



(i) Access to bank statements for the Audited year;



	 	 	 
	(ii)

(iii)

(iv)

	 	Rent Roll as of the end of the Audited Year;

Operating Statements for the Audited Year;

Access to the general ledger for the Audited Year;






(v) Cash receipts schedule for each month in the Audited Year;



(vi) Access to invoice for expenses and capital improvements in the Audited Year;



	 	 	 
	(vii)

(viii)

(ix)

	 	Accounts payable ledger and accrued expense reconciliations;

Check register for the 3-months following the Audited Year;

Leases and 5-year lease schedules;






(x) Copies of all insurance documentation for the Audited Year;



(xi) Copies of accounts receivable aging as of the end of the Audited Year and an explanation
for all accounts over 30 days past due as of the end of the Audited Year; and



(xii) Signed audit representation letter in the form attached hereto as Exhibit P executed by
Seller.



The provisions of this Section 21(d) shall survive the Closing.



(e) Headings. The use of headings, captions and numbers in this Agreement is solely
for the convenience of identifying and indexing the various provisions in this Agreement and shall
in no event be considered otherwise in construing or interpreting any provision in this Agreement.



(f) Exhibits. Each and every exhibit referred to or otherwise mentioned in this
Agreement is attached to this Agreement and is and shall be construed to be made a part of this
Agreement by such reference or other mention at each point at which such reference or other mention
occurs, in the same manner and with the same effect as if each exhibit were set forth in full and
at length every time it is referred to or otherwise mentioned.



(g) Defined Terms. Capitalized terms used in this Agreement shall have the meanings
ascribed to them at the point where first defined, irrespective of where their use occurs, with the
same effect as if the definitions of such terms were set forth in full and at length every time
such terms are used.



(h) Pronouns. Wherever appropriate in this Agreement, personal pronouns shall be
deemed to include the other genders and the singular to include the plural.



(i) Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any term or
other provision of this Agreement (or the application of any term or provision of this Agreement to
any person or circumstance) shall be held by a court of competent jurisdiction to be invalid,
inapplicable, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement (or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable) shall
nevertheless remain in full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse to any party. Upon
determination that any term or other provision is invalid, inapplicable, illegal or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the maximum extent possible.



(j) Knowledge. Wherever in this Agreement reference is made to Seller’s Knowledge or
Knowledge of Seller, it shall be deemed to mean the actual knowledge of the officers of Seller
after reasonable inquiry of Seller’s management employees, officers, property management and
Seller’s agents and representatives.



(k) Non-Waiver. Failure by any party to complain of any action, nonaction or breach
of any other party shall not constitute a waiver of any aggrieved party’s rights hereunder. Waiver
by any party of any right arising from any breach of any other party shall not constitute a waiver
of any other right arising from a subsequent breach of the same obligation or for any other
default, past, present or future.



(l) Time of Essence; Dates. Time is of the essence of this Agreement. Anywhere a day
certain is stated for payment or for performance of any obligation, the day certain so stated
enters into and becomes a part of the consideration for this Agreement. If any date set forth in
this Agreement shall fall on, or any time period set forth in this Agreement shall expire on, a day
which is a Saturday, Sunday, federal or state holiday, or other non-business day, such date shall
automatically be extended to, and the expiration of such time period shall automatically to be
extended to, the next day which is not a Saturday, Sunday, federal or state holiday or other
non-business day. The final day of any time period under this Agreement or any deadline under this
Agreement shall be the specified day or date, and shall include the period of time through and
including such specified day or date. All references to the “Effective Date” shall be deemed to
refer to the later of the date of Buyer’s or Seller’s execution of this Agreement, as indicated
below their executions hereon.



(m) Applicable Law. This Agreement shall be governed by, construed under and
interpreted and enforced in accordance with the laws of the State of Ohio.



(n) Entire Agreement; Modification. This Agreement supersedes all prior discussions
and agreements among Seller and Buyer with respect to the purchase, sale and lease of the
Properties and other matters contained herein, and this Agreement contains the sole and entire
understanding among Seller and Buyer with respect thereto. This Agreement shall not be modified or
amended except by an instrument in writing executed by or on behalf of Seller and Buyer.



(o) Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and all of such counterparts together shall constitute one and
the same instrument.



(p) Attorney’s Fees. In the event of any litigation between Buyer and Seller arising
under or in connection with this Agreement, the prevailing party shall be entitled to recover from
the other party the expenses of litigation (including reasonable attorneys’ fees, expenses and
disbursements) incurred by the prevailing party.



(q) Authority. Each party hereto warrants and represents that such party has full and
complete authority to enter into this Agreement and each person executing this Agreement on behalf
of a party warrants and represents that be has been fully authorized to execute this Agreement on
behalf of such party and that such party is bound by the signature of such representative.



(r) Counsel. Each party hereto warrants and represents that each party has been
afforded the opportunity to be represented by counsel of its choice in connection with the
execution of this Agreement and has had ample opportunity to read, review, and understand the
provisions of this Agreement, that Seller’s counsel has performed the actual drafting of the
Agreement and that Buyer has had sufficient and reasonable opportunity to review the final draft
prior to execution of this Agreement. Accordingly, Buyer and Seller agree that in any proceeding
in which the terms of this Agreement are questioned, construed or interpreted, there shall be no
presumptions against the Seller or in favor of Buyer because of the drafting services provided by
Seller’s counsel.



(s) No Construction Against Preparer. No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party by any court or other
governmental or judicial authority by reason of such party’s having or being deemed to have
prepared or imposed such provision.



(t) No Lien. This Agreement is not and shall not be deemed or considered to convey or
be an interest in or lien against the Properties or any portion thereof.



(u) No Recording. In no event shall this Agreement or any memorandum hereof be
recorded by Buyer in any public records, and any such recordation or attempted recordation shall
constitute a breach of this Agreement by Buyer.



[SIGNATURES APPEAR ON FOLLOWING PAGES]






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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute
and deliver this Agreement, all as of the day and year first written above.



SELLER:



ST. RITA’S MEDICAL CENTER



By: /s/ Brian D. Smith

Name: Brian D. Smith

Title: Executive Vice President





Date: August 14, 2007



Initial address for notices:



St. Rita’s Medical Center


730 West Market Street


Lima, Ohio 45801


Attention: William Roe, Vice President/CFO


Phone: (419) 227-3361



With a copy to:



Balyeat, Leahy, Daley & Miller, LLC





1728 Allentown Road


Lima, Ohio 45805


Attention: John M. Leahy


Phone: (419) 227-9595


Fax: (419) 227-3177



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BUYER:



TRIPLE NET PROPERTIES, LLC



By: /s/ Richard Hutton

Name: Richard Hutton

Title: Executive Vice President





Date: August 13, 2007



Initial address for notices:



Triple Net Properties, LLC





1551 N Tustin Avenue, Suite 200


Santa Ana, CA 92705


Attention: Mr. Danny Prosky


Managing Director, Health Care Properties


Phone: (714) 667-8252 ext 315


Fax: (714) 918-9102



With a copy to:



Cox, Castle & Nicholson LLP


2049 Century Park East


28th Floor


Los Angeles, California 90067-3284


Attention: David Lari, Esq.


Phone: (310) 284-2292


Fax: (310) 277-7889



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Escrow Agent executes this Agreement to acknowledge and agree to hold and disburse the Earnest
Money in accordance with the terms and provisions of this Agreement.



ESCROW AGENT:



Land America Commercial Services



By: /s/ Marty Clesceri for Gail Hunt

Name: Marty Clesceri

Title: Senior Escrow Officer





Date: 9-6-, 2007



Initial address for notices:



LandAmerica Title Company


1920 Main Street


Irvine, California 92614


Attention: Gail Hunt


Phone: (949) 930-9307


Fax: (714) 459-7203




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