agreementofsale.htm


    AGREEMENT
      OF SALE

    


    BETWEEN

    


    


    CROWN
      CENTER REDEVELOPMENT CORPORATION,

    a
      Missouri corporation

    (Seller)

    


    


    AND

    


    


    HINES
      REIT 2555 GRAND LLC,

    a
      Delaware limited liability company

    (Purchaser)

    


    


    


    


    Property:

    


    Office
      Tower

    2555
      Grand Boulevard

    Kansas
      City, Missouri

    


    


     

     

    


    


    AGREEMENT
      OF SALE

     

    THIS
      AGREEMENT OF SALE (this “Agreement”), made as of the ___ day of
      February, 2008, by and between CROWN CENTER REDEVELOPMENT CORPORATION, a
      Missouri corporation, with an office at 2405 Grand, Suite 200, Kansas City,
      Missouri 64108, as seller (“Seller”) and Hines REIT 2555 Grand
      LLC, a Delaware limited liability company, with an office at 2800 Post Oak
      Boulevard, Suite 5000, Houston, Texas  77056-6118, as purchaser
      (“Purchaser”).

     

    ARTICLE
      I                                

    DEFINITIONS

    


    For
      purposes of this Agreement (including the exhibits attached hereto), the
      following terms shall have the meanings indicated:

     

    “Affiliate”
      means, with respect to any specified Person, any other Person that directly
      or
      indirectly, through one or more intermediaries, controls, is controlled by,
      or
      is under common control with the specified Person.  For purposes of
      this definition, the term “control” means the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of a Person, whether through ownership of voting stock, by contract
      or
      otherwise.

     

    “Broker”
      has the meaning given in Section 14.1.

     

    “Business
      Day” means any day other than a Saturday, Sunday or day on which the
      Federal Reserve Bank of Kansas City is closed.

     

    “Cap”
      means Five Million and No/100 Dollars ($5,000,000.00).

     

    “Certificate”
      has the meaning given in Section 11.6.

     

    “Chilled
      Water Supply Contract” has the meaning given in Section
      8.3.

     

    “City”
      means the City of Kansas City, Missouri.

     

    “Closing”
      and “Closing Date” have the respective meanings given in
Section 7.1.

     

    “Contract
      Date” means the date hereof.

     

    “Deed”
      has the meaning given in Section 8.1(a).

     

    “Deposit”
      means the sum of Four Million Dollars ($4,000,000) deposited in connection
      with
      the execution and delivery of this Agreement pursuant to Section
      3.2.

     

    “Development
      Contract” means that certain Contract between Seller and City dated
      April 10, 1967, and recorded on May 2, 1967, as Document No. B-577708 in Book
      B-5963 at Page 311 in the Recording Office, as amended by that certain First
      Supplemental Contract dated October 1, 1968, that certain Second Supplemental
      Contract dated November 1, 1970, that certain Third Supplemental Contract dated
      March 24, 1971, and recorded April 21, 1971, as Document No. K-114453 in Book
      K-250 at Page 800 in the Recording Office, that certain Fourth Supplemental
      Contract dated February 10, 1975, that certain  Fifth Supplemental
      Contract dated April 7, 1975, that certain Sixth Supplemental Contract dated
      February 3, 1977, and recorded April 3, 1978, as Document No. K-361665 in Book
      K-835 at Page 826 in the Recording Office, that certain Seventh Supplemental
      Contract dated May 8, 1979, and recorded May 14, 1979, as Document No. K-406062
      in Book K-927 at Page 833 in the Recording Office, that certain Eighth
      Supplemental Contract dated July 15, 1983, and recorded August 12, 1983, as
      Document No. K-573055 in Book K-1237 at Page 1813 in the Recording Office,
      that
      certain Ninth Supplemental Contract dated February 29, 1984, and recorded March
      9, 1984, as Document No. K-603130 in Book K-1292 at Page 2279 in the Recording
      Office, that certain Tenth Supplemental Contract dated January 24, 1986, and
      recorded February 6, 1986, as Document No. K-700107 in Book K-1507 at Page
      2103
      in the Recording Office, that certain Eleventh Supplemental Contract dated
      July
      23, 1987, and recorded August 10, 1987, as Document No. K-788745 in Book K-1712
      at Page 1 in the Recording Office, that certain Twelfth Supplemental Contract
      dated January 6, 1989, and recorded January 23, 1989, as Document No. K-864132
      in Book K-1883 at Page 381 in the Recording Office, that certain Thirteenth
      Supplemental Contract dated August 31, 1998, and recorded September 21, 1998,
      as
      Document No. 98-K49771 in Book K-3275 at Page 1420 in the Recording Office,
      that
      certain Fourteenth Supplemental Contract dated November 9, 1999, and recorded
      December 8, 1999, as Document No. 1999K 0070378 in the Recording Office, that
      certain Fifteenth Supplemental Contract dated January 23, 2001, and recorded
      March 2, 2001, as Document No. 2001K 0011254 in the Recording Office, and that
      certain Sixteenth Supplemental Contract dated February 25, 2003, and recorded
      March 19, 2003, as Document No. 2003K 0020448 in the Recording
      Office.

     

    “Development
      Plan” means the Development Plan of Crown Center approved by City
      Ordinance No. 33763, as amended by amendments approved by City Ordinance No.
      35766 passed on September 13, 1968, City Ordinance No. 38705 passed on September
      11, 1970, City Ordinance No. 39268 passed on February 26, 1971, City Ordinance
      No. 44963 passed on January 31, 1975, City Ordinance No. 45162 passed on March
      27, 1975, City Ordinance No. 48630 passed on December 29, 1977, City Ordinance
      No. 50254 passed on April 12, 1979, City Ordinance No. 55172 passed May 27,
      1983, City Ordinance No. 55945 passed January 6, 1984, City Ordinance No. 58625
      Passed October 31, 1985, City Ordinance No. 61184 passed July 2, 1987, City
      Ordinance No. 63118 passed October 13, 1988, City Ordinance No. 980990 passed
      August 20, 1998, City Ordinance No. 991159 passed September 9, 1999, City
      Ordinance No. 001615 passed January 4, 2001, and City Ordinance No. 021302
      passed November 14, 2002.

     

    “Easement
      Agreement” has the meaning given in Section 8.3.

     

    “Entry
      Agreement” has the meaning given in Section 6.2.

     

    “Environmental
      Laws” has the meaning given in Section 6.1(c).

     

    “Escrow
      Agent” means Commonwealth Land Title Insurance Company.

     

    “Existing
      Leases” has the meaning given in Section 10.2.

     

     “Fixed
      Rent” means all fixed or so-called base rent payable under the Shook
      Hardy Lease and any other Leases.

     

    “Fixtures”
      means and includes, but is not limited to, machinery, engines, dynamos, boilers,
      elevators, radiators, air-conditioning compressors, ducts, pipes, conduits
      and
      fittings at any time prior to the Closing Date erected, constructed, affixed
      or
      attached to and used in connection with the Land or the Improvements and owned
      by Seller as of the Closing Date and any and all alterations, renewals and
      replacements thereof, additions thereto and substitutes therefor, excluding
      any
      equipment and fixtures which are identified as being owned by Seller in the
      Chilled Water Supply Contract or the Easement Agreement.

     

    “Governmental
      Authority” means the United States, the State, county and city in which
      the Premises are located, and any political subdivision, agency, authority,
      department, court, commission, board, bureau or instrumentality of any of the
      foregoing asserting jurisdiction over any of the parties hereto or over the
      Premises.

     

    “Hazardous
      Materials” has the meaning given in Section 6.1(c).

     

    “Improvements”
      means any and all buildings, improvements and structures on the Land, and the
      Fixtures, excluding any improvements which are identified as being owned by
      Seller in the Easement Agreement.

     

    “Intangible
      Property” means all governmental approvals, utility rights and
      privileges, surveys, architectural, consulting and engineering blueprints,
      plans
      and specifications, and reports and studies concerning building operations
      (as
      opposed to reports or studies pertaining to the initial development and
      construction of the Improvements), exclusively relating to the Premises, all
      unexpired and assignable warranties and guarantees exclusively relating to
      the
      workmanship, construction, installation materials and design of the Premises
      and
      any permits exclusively relating to the use, occupancy or operation of the
      Premises.

     

    “Land”
      means the parcel or parcels of land commonly known as 2555 Grand Boulevard,
      Kansas City, Missouri, as more particularly described on Exhibit A
      annexed hereto and made a part hereof, together with Seller’s rights, if any, to
      any easements and other appurtenances thereto belonging and any land lying
      in
      the bed of any public street, road or avenue, opened or proposed, in front
      of or
      adjoining the parcel, to the center line thereof.

     

    “Leases”
      means all leases, occupancy rights (whether or not under written agreements),
      licenses and occupancy agreements for space in the Premises, including the
      Existing Leases.

     

    “Liquidated
      Sum Amount” means an amount equal to Five Hundred Thousand and No/100
      Dollars ($500,000.00).

     

    “Liquidated
      Sum Title Exception” means a Title Exception which can be discharged
      solely by the payment of a liquidated sum of money; provided,
however, that the term “Liquidated Sum Title Exception” as used in this
      Agreement shall not include the following: (a) any Voluntary Title Exceptions;
      or (b) any Permitted Exceptions.

     

    “MasterServices
      Agreement” has the meaning given in Section 8.3.

     

    “Material
      Adverse Effect on Purchaser” has the meaning given in Section
      16.4(a).

     

    “Mechanics
      Lien Title Exception” means a Title Exception that arises as a result
      of a mechanics’ or materialmen’s lien being docketed against the Premises which
      is filed as a result of Seller’s failure (or alleged failure) to pay when due
      for labor or materials furnished by such mechanic or materialman to or for
      the
      benefit of the Premises at the request of Seller (as opposed to work done at
      the
      request of or by a Tenant).

     

    “Minimum
      Amount” means Two Hundred Fifty and No/100 Dollars
      ($250,000.00).

     

    “OFAC
      List” has the meaning given in Section 10.1.

     

    “Organizational
      Documents” means, with respect to any Person who is not a natural
      person, the certificate or articles of incorporation, memorandum of association,
      articles of association, trust agreement, by-laws, partnership agreement,
      limited partnership agreement, certificate of partnership or limited
      partnership, limited liability company articles of organization, limited
      liability company operating agreement or any other organizational document,
      and
      all shareholder agreements, voting trusts and similar arrangements with respect
      to its stock, partnership interests, membership interests or other equity
      interest.

     

    “Overage
      Rent” means all amounts payable under the Shook Hardy Lease or any
      other Lease for reimbursements or payments in respect of operating expenses,
      parking fees, utilities, insurance, real estate and other taxes, and other
      charges.

     

    “Personal
      Property” shall mean all tangible personal property owned by Seller
      which is upon the Land or within the Improvements and used exclusively in
      connection with the operation of the Premises, including specifically security
      and alarm equipment, furniture, rugs, appliances, telephones, inventories and
      tools, but excluding (i) cash, accounts receivable and similar assets (which
      instead are, if and to the extent so provided expressly, being prorated and
      adjusted pursuant to Article IV hereof), (ii) any business and trade
      fixtures, furniture, furnishings, decorations, artwork, moveable partitions,
      machinery, equipment and any other personal property (including, but not limited
      to the following, whether or not installed so as to be fixture under applicable
      law, telephone and other communication systems and equipment, security and
      alarm
      systems, computer systems and printers and other computer-related equipment
      and
      signage) owned, or leased from a third party, by any Tenant, (iii) any equipment
      and fixtures which are identified as being owned by Seller in the Chilled Water
      Supply Contract or the Easement Agreement and (iv) the “Wall Drawing #1118” by
      Sol LeWitt located in the lobby of the office building.

     

    “Premises”
      means Land and the Improvements.

     

    “Permitted
      Exceptions” has the meaning given in Section 5.1.

     

    “Person”
      means an individual, corporation, limited liability company, partnership, joint
      venture, association, joint stock company, trust, unincorporated organization,
      other entity or government or any agency or subdivision thereof.

     

    “Property
      Judgment” means a judgment which (a) is entered against Seller and (b)
      constitutes an encumbrance upon the Premises under applicable law.

     

    “Purchase
      Price” has the meaning given in Section 3.1.

     

    “Recording
      Office” means the Office of the Recorder of Deeds for Jackson County,
      Missouri.

     

    “Release”
      has the meaning given in Section 6.1(c).

     

    “Reletting
      Expenses” has the meaning given in Section 4.1.

     

    “Rent”
      means Fixed Rent and Overage Rent, collectively.

     

    “Scheduled
      Closing Date” has the meaning given in Section 7.1.

     

    “Seller
      Liquidated Sum Title Exception Notice” has the meaning given in
Section 5.7.

     

    “ServiceContracts”
      means the service contracts, maintenance contracts, brokerage agreements and
      other unrecorded contracts or agreements exclusively affecting the Premises
      or
      the operation thereof by and between Seller or its property manager of the
      Building and various vendors or service providers.

     

    “Shook
      Estoppel Certificate” has the meaning given in Section
      12.1.

     

    “Shook
      Hardy” means Shook, Hardy & Bacon L.L.P., a Missouri limited
      liability partnership.

     

    “Shook
      Hardy Lease” means that certain Lease dated August 4, 2000, by and
      between Seller, as landlord, and Shook Hardy, as tenant, with regard to the
      Premises, as amended by that certain Amendment dated October 30, 2000, that
      certain Second Amendment dated December 10, 2000, that certain Third Amendment
      dated September 24, 2002 and that certain Fourth Amendment dated January 23,
      2003.

     

    “Shook
      Lease Amendment” has the meaning given in Section
      12.2.

     

    “Shook
      Letter of Credit” means the “Letters of Credit” as defined in Article
      22 of the Shook Hardy Lease.

     

    “Survey”
      has the meaning given in Section 5.2.

     

    “Survival
      Period” has the meaning given in Section 16.3.

     

    “Tenant(s)”
      shall mean the tenants under the Leases.

     

    “Title
      Exception(s)” means any lien, encumbrance, security interest, charge,
      reservation, lease, tenancy, easement, right-of-way, encroachment, restrictive
      covenant, condition or limitation or other matter affecting title to any portion
      of the Premises.

     

    “Title
      Insurer” means Commonwealth Land Title Insurance Company.

     

    “Title
      Report” has the meaning given in Section 5.2.

     

    “Unused
      Allowance Balance” refers to an amount equal to the sum of (i) the
      amount of the balance, if any, of the unused portion of the Improvement
      Allowance (as defined in the Shook Hardy Lease), (ii) the amount of any
      Expansion Space Improvement Allowance (as defined in the Shook Hardy Lease)
      and
      (iii) the amount of the balance, if any, of the unused portion of the Additional
      Improvement Allowance (as defined in the Shook Hardy Lease).

     

    “Voluntary
      Title Exceptions” means Mechanic’s Lien Title Exceptions, Property
      Judgments or any other judgments against Seller and any other Title Exceptions
      that are intentionally created or intentionally consented to by Seller;
provided, however, that the term “Voluntary Title Exceptions” as
      used in this Agreement shall not include the following: (a) any Permitted
      Exceptions; (b) any Existing Leases and any other Lease which Seller is
      permitted to enter into pursuant to the terms of this Agreement; (c) any Title
      Exception created by Shook Hardy; or (d) any Title Exceptions that are approved
      or waived by Purchaser or that are created in accordance with the provisions
      of
      this Agreement.

     

    “Water
      Charges” has the meaning given in Section 4.1.

     

    ARTICLE
      II

    SALE
      OF THE PROPERTY

    Section
      2.1.  Sale
      and Purchase

     

    .  Subject
      to the terms and conditions of this Agreement, Seller hereby agrees to sell
      and
      shall transfer, convey, assign and deliver to Purchaser and Purchaser hereby
      agrees to purchase and shall acquire and accept from Seller, at the Closing,
      the
      Premises and all right, title and interest of Seller in and to the Personal
      Property, Intangible Property and the Leases, in accordance with and subject
      to
      the provisions of this Agreement.   For purposes of
      clarification, Seller and Purchaser acknowledge and agree that (i) Seller is
      not
      exercising its right under Section XXIV of the Development Plan and Paragraph
      14A of the Development Contract to assign to Purchaser, and is not assigning,
      and Purchaser is not assuming, any portion of the Development Plan or of
      Seller’s obligations thereunder; and (ii) the transaction contemplated by this
      Agreement with respect to the Premises is solely a sale or voluntary disposition
      of a portion of the real property in the development area, as described in
      the
      last paragraph of said Section XXIV of the Development Plan and in Paragraphs
      14A and 14B of the Development Contract.

     

    Section
      2.2.  Personal
      Property

     

    .  The
      parties hereby agree that no portion of the Purchase Price has been allocated
      to
      the Personal Property or the Intangible Property.  In the event that
      any Governmental Authority shall require that any sales tax or other similar
      tax
      with respect to any Personal Property or the Intangible Property be paid in
      connection with the transactions contemplated by this Agreement, Seller shall
      be
      obligated to make all such payments as and when required by any such
      Governmental Authority and Seller hereby agrees to indemnify Purchaser from
      and
      against any and all liability, cost and expense (including reasonable attorneys’
fees and expenses) which may arise from Seller’s failure to comply with its
      obligation under this Section 2.2.  Upon the reasonable prior
      request of Seller, Purchaser (at no cost, expense or liability to Purchaser)
      shall execute and/or deliver such instruments and information as may be
      necessary in connection with Seller’s payment of any such sales or other similar
      tax.  Seller’s obligations under this Section 2.2 shall survive
      the Closing.

     

    ARTICLE
      III                                

    PURCHASE
      PRICE; DEPOSIT

    Section
      3.1.  Purchase
      Price

     

    .  The
      Purchase Price shall be One-Hundred Fifty-Five Million Eight Hundred Thousand
      and 00/100 Dollars ($155,800,000.00)  (the “Purchase
      Price”).  The Purchase Price, as the same may be adjusted
      pursuant to the terms of this Agreement, and all other amounts payable by
      Purchaser to Seller at the Closing shall be paid to Seller, at the Closing
      by
      wire transfer of immediately available federal funds transferred to one or
      more
      bank accounts designated by Seller.

     

    Section
      3.2.  Deposit

     

    .  Within
      one  (1) Business Day after execution of this Agreement, Purchaser
      shall deposit with the Escrow Agent the Deposit in immediately available funds
      by wire transfer to Escrow Agent.  The Deposit shall be applied
      against the Purchase Price at Closing, returned to Purchaser under the
      circumstances described herein for Purchaser to receive the Deposit, or paid
      to
      Seller under the circumstances provided for herein for the Deposit to be
      delivered to Seller.  The Deposit will be deposited by Escrow Agent in
      government insured interest bearing accounts which have been approved by
      Purchaser and Seller.  All interest earned on the Deposit shall become
      part of the Deposit.

     

    ARTICLE
      IV                                

    ADJUSTMENTS

    Section
      4.1.  Adjustments

     

    .
      The following are to be adjusted and prorated between Seller and
      Purchaser as of 11:59 P.M. on the day preceding the Closing Date, based upon
      a
      365-day year, and the net amount thereof shall be, if such net amount is in
      Seller’s favor, added to the Purchase Price at the Closing, or, if such net
      amount is in Purchaser’s favor, credited against the Purchase Price at the
      Closing:

     

    (a)  Taxes
      and Assessments.  General property taxes
      (state, county, municipal, school and fire district) shall be adjusted and
      prorated on the basis of the fiscal year for which assessed.  If the
      Closing shall occur before the tax rate or assessed valuation is fixed for
      the
      Premises, the apportionment of real estate taxes for the Premises shall be
      upon
      the basis of the tax rate for the preceding year applied to the most recently
      applicable assessed valuation of the Premises, subject to further and final
      adjustment when the tax rate and/or assessed valuation for the Premises is
      fixed
      for the year in which the Closing occurs.  In the event that the
      Premises or any part thereof shall be or shall have been affected by any special
      assessment or assessments, whether or not the same become payable in annual
      installments, Seller shall, at the Closing, be responsible for the entire amount
      of any such assessments.

     

    (b)  Water
      Charges.  Water rates, water meter charges
      and sewer rents (the “Water Charges”), if any, shall be
      adjusted and prorated on the basis of the fiscal period for which
      assessed.  Seller shall endeavor to have the appropriate agencies read
      the meters for the Water Charges (if applicable) on or prior to the Closing
      Date, but in no event prior to the date which is thirty (30) days prior to
      the
      Closing Date.  Seller shall be responsible for all Water Charges based
      on such final meter readings through the day preceding the Closing Date (using
      the per diem rate for the period between the reading date and the day preceding
      the Closing Date), and Purchaser shall be responsible for all Water Charges
      thereafter.  If such final readings are not obtainable, then, until
      such time as the final readings are obtained, all Water Charges for which final
      readings were not obtained shall be pro rated as of the Closing Date based
      upon
      the per diem rate obtained by using the last period and bills for such Water
      Charges that are available.  Upon the taking of a subsequent actual
      final reading after Closing, such apportionment shall be adjusted to reflect
      the
      actual per diem rate for the billing period in which the Closing Date falls,
      and
      Seller or Purchaser, as the case may be, shall promptly deliver to the other
      the
      amount determined to be due upon such adjustment.  Unmetered Water
      Charges shall be apportioned on the basis of the charges therefor for the same
      period of the preceding calendar year, but applying the current rate
      thereto.  Notwithstanding the foregoing, there shall be no adjustment
      of Water Charges which are payable directly by Tenants or other occupants of
      the
      Premises.

     

    (c)  Permits,
      Licenses.  Prepaid license and permit fees in connection with
      permits and licenses assigned to Purchaser.

     

    (d)  Rent.                      All
      Rent paid pursuant to the Leases for the month or other relevant period in
      which
      the Closing occurs shall be adjusted at Closing.  No adjustment at
      Closing shall be made for delinquent rent which shall be handled under the
      provisions below.  Purchaser shall receive a credit at Closing for all
      Rent paid to Seller prior to the Closing for periods after the month in which
      the Closing occurs.

     

    (i)  If,
      as of
      the Closing Date, there are any past due Fixed Rent owing by any Tenant,
      Purchaser shall use its commercially reasonable efforts to collect the
      same.  Purchaser shall not be obligated to institute legal actions or
      proceedings against any Tenant to collect such past due Fixed Rent, but the
      Seller hereby waives any and all right to institute any legal actions or
      proceedings against such Tenant including any right to seek the eviction of
      such
      Tenant or the termination of a Lease.

     

    (ii)  Any
      Fixed
      Rent received (net of Purchaser’s reasonable costs of collection) after the
      Closing from any Tenant which owes Fixed Rent for the period prior to the
      Closing shall be applied in the following order of
      priority:  (A) first, to Purchaser, until Fixed Rent for all
      current periods is paid in full, and (D) second, after Fixed Rent then due
      and payable for all post Closing periods are paid in full, to the Seller in
      payment of Fixed Rent for periods prior to the month immediately preceding
      the
      month in which the Closing occurs.

     

    (iii)  To
      the
      extent that any portion of the Overage Rent is required to be paid monthly
      or on
      another periodic basis, by Tenants on account of estimated amounts for the
      current period, and at the end of each calendar year (or, if applicable, at
      the
      end of each lease year or tax year, as the case may be), such estimated amounts
      are to be recalculated based upon the actual expenses, taxes and other relevant
      factors for that calendar (lease or tax) year, with the appropriate adjustments
      being made with such Tenants, then such portion of the Overage Rent paid shall
      be prorated between Seller, on the one hand, and Purchaser, on the other hand,
      at the Closing, based on such estimated payments (i.e., with Seller
      entitled to retain all monthly and other periodic installments of such amounts
      paid with respect to periods prior to the calendar month or other relevant
      period in which the Closing Date occurs, Seller to pay to Purchaser at the
      Closing all monthly or other relevant period installments of such amounts paid
      with respect to periods following the calendar month or other relevant period
      in
      which the Closing occurs and Seller and Purchaser shall apportion all monthly
      installments of such amounts with respect to the calendar month in which the
      Closing occurs) and at the time(s) of final calculation and collection from
      (or
      refund to) Tenants of the amounts in reconciliation of actual Overage Rent
      for a
      period for which estimated amounts have been prorated, there shall be a
      reproration between Seller (on the one hand) and Purchaser (on the other hand),
      based upon their respective actual expenses, taxes and other relevant factors
      for that calendar (lease or tax) year, with the net credit resulting from such
      reproration being payable to the appropriate party. 

     

    (iv)  As
      to
      Overage Rent in respect of an accounting period that shall have expired prior
      to
      the Closing, but which shall be paid after the Closing, Purchaser agrees that
      it
      will pay the entire amount over to the Seller upon receipt thereof, less
      Purchaser’s reasonable costs of collection reasonably allocable
      thereto.  Purchaser agrees that it shall:  (a) promptly
      render bills for any Overage Rent in respect of an accounting period that shall
      have expired prior to Closing but which shall be payable after the Closing,
      (b) bill Tenants who owe such Overage Rent attributable to an accounting
      period that shall have expired prior to the Closing, on a monthly basis for
      a
      period of six consecutive months, and (c) use commercially reasonable
      efforts in the collection of Overage Rent (Seller acknowledges that, as of
      the
      date hereof, Seller knows of no such past due Overage Rent); provided,
however, that Purchaser shall have no obligation to commence any legal
      actions or proceedings to collect any such Overage
      Rent.  Notwithstanding the foregoing, if Purchaser shall be unable to
      collect such Overage Rent despite using its commercially reasonable efforts
      to
      do so, Seller shall have the right to pursue Tenants to collect such
      delinquencies (including the prosecution of one or more lawsuits);
provided, however, (i) Seller shall not be entitled to evict (by
      summary proceedings or otherwise) any such Tenant or to terminate such Tenant’s
      Lease, (ii) Seller shall not be entitled to institute any legal actions or
      proceedings against any such Tenant unless the amounts of the delinquency in
      controversy, in the aggregate, are equal to or greater than $100,000 and unless
      Seller shall have first given Purchaser thirty (30) days’ prior written notice
      of its intent to file such legal action or proceeding against the Tenant, (iii)
      Seller shall institute such legal actions or proceedings within one (1) year
      following the Closing, except that no such time limit shall apply to any actions
      or proceedings arising out of any audit of any Overage Rent by Shook Hardy,
      and
      (iv) Purchaser shall not be obligated hereunder to participate in or cooperate
      with Seller as to such suit. Notwithstanding anything to the contrary herein,
      no
      provision of this Agreement shall be construed as preventing or restricting
      Seller from filing a counterclaim against a Tenant in any suit or other
      proceeding brought by such Tenant against Seller or any of its
      affiliates.  Seller shall furnish to Purchaser all information
      relating to the period prior to the Closing that is reasonably necessary for
      the
      billing of Overage Rent.  Purchaser shall deliver to Seller,
      concurrently with the delivery to Tenants, copies of all statements relating
      to
      Overage Rent for periods prior to the Closing.

     

    (v)  Any
      Rent
      received directly or indirectly by Seller or Purchaser following the Closing
      and
      which are the property of the other party, shall be deemed held in trust and
      shall be paid to the other party within five (5) Business Days following receipt
      thereof.  Upon either party’s request from time to time, the other
      party shall provide the requesting party with an accounting (certified by the
      applicable party as being true and correct) of all Rent received by it following
      Closing. Until such time as all amounts required to be paid to Seller by
      Purchaser pursuant to the aforesaid provisions shall have been paid in full,
      Seller may from time to time, but not more frequently than once each calendar
      month, request that Purchaser furnish Seller with a reasonably detailed
      accounting of the collection of all Rent.  Within ten (10) Business
      Days of its receipt of such request, Purchaser shall furnish Seller with such
      accounting.  Seller shall have the right from time to time following
      the Closing, on prior notice to Purchaser, to review Purchaser’s records with
      respect to the Premises to ascertain the accuracy of such
      accountings.

     

    (e)  Electricity
      and other Utilities.  Seller shall use reasonable efforts to
      obtain readings of meters measuring electricity, steam, gas and other utility
      consumption at the Premises for all periods through (and including) the date
      preceding the Closing Date, but in no event prior to the date which is thirty
      (30) days prior to the Closing Date. Seller shall pay, and be responsible for,
      all bills rendered on the basis of such readings through the Closing Date (using
      the per diem rate for the period between the reading of the meter and the day
      preceding the Closing Date).  If such readings are not obtained for
      any metered utility, then, at the Closing, apportionment shall be made on the
      basis of the most recent period for which such readings are
      available.  Upon the taking of subsequent actual readings, there shall
      be a recalculation of the applicable utility charges, and Seller or Purchaser,
      as the case may be, shall promptly remit to the other party any amounts to
      which
      such party shall be entitled by reason of such recalculation (with Seller being
      obligated to pay all such utility charges pertaining to the period prior to
      the
      Closing, and Purchaser being obligated to pay all such utility charges
      pertaining to the period thereafter).  Notwithstanding the foregoing,
      there shall be no adjustment of electric charges and other utility charges
      which
      are payable by Tenants directly to the relevant utility company.

     

    (f)  Unused
      Allowance Balance.  Seller shall pay to Purchaser the Unused
      Allowance Balance on the Closing Date.  In no event shall Seller bear
      any responsibility for the allowances described in Section 2.02, 2.03 or 2.04
      of
      the Shook Hardy Lease (the same being the sole responsibility of Purchaser
      following the Closing).

     

    (g)  Other.   At
      Closing, Purchaser shall receive a credit in the amount of $40,000 for the
      replacements of certain locks at the Premises and a credit in the amount of
      $22,000 for the purchase of blinds for the 6th and 7th
      Floors.  Seller shall have no obligation with regard to the
      performance of such work following the Closing nor any costs associated
      therewith (Purchaser being responsible for the same).  Any other item
      which, under the terms of this Agreement, is to be apportioned at
      Closing.

     

    Section
      4.2.  Security
      Deposits

     

    .  Seller
      shall, at Seller’s cost and expense (a) assign to Purchaser at the Closing the
      Shook Letter of Credit, then held by Seller as a security deposit under the
      Shook Hardy Lease together with all applicable transfer documentation as may
      be
      required by the issuer thereof in order to transfer the same, (b) execute and
      deliver such other instruments as the issuers of such letters of credit shall
      reasonably require to transfer or assign such letters of credit to Purchaser,
      and (c) reasonably cooperate with Purchaser to change the named beneficiary
      under such letters of credit to Purchaser; provided, however, Purchaser shall
      bear any transfer fees that may be levied in connection with any assignment
      and
      transfer of the Shook Letter of Credit to the extent Shook Hardy under the
      Shook
      Hardy Lease is not obligated to pay such transfer fee.

     

    Section
      4.3.  Post
      Closing Adjustments; Survival

     

    .  If
      any items to be adjusted as set forth in this Article IV are not
      determinable at the Closing or estimates therefor are incorrect, the adjustment
      shall be made subsequent to the Closing when the charge is determined. Any
      errors or omissions in computing adjustments at the Closing shall be promptly
      corrected, provided that the party seeking to correct such error or omission
      shall have notified the other party of such error or omission on or prior to
      the
      date that is one (1) year following the Closing Date as to taxes and one hundred
      eighty (180) days following the Closing Date as to other items. The provisions
      of this Article IV shall survive the Closing.

     

    ARTICLE
      V                                

    TITLE
      AND PERMITTED EXCEPTIONS

    Section
      5.1.  Permitted
      Exceptions

     

    .  Seller
      agrees to sell the Premises to Purchaser, and Purchaser agrees to purchase
      the
      Premises from Seller, subject only to: (a) those matters set forth on Exhibit
      B annexed hereto, (b) such Title Exceptions as Title Insurer shall be
      willing to, at its regular rates, omit as exceptions to coverage, and (c) the
      exceptions and matters subject to which Purchaser has agreed to accept title
      to
      the Premises specifically set forth in this Agreement (including the Easement
      Agreement and all Existing Leases and any other Lease which Seller is permitted
      to enter into pursuant to the terms of this Agreement) (the liens, claims,
      encumbrances, exceptions and matters set forth in subclauses (a) through (c)
      above with respect to the Premises being collectively referred to as the
“Permitted Exceptions”).

     

    Section
      5.2.  Title
      Report

     

    .
      Purchaser has received and reviewed a: (i) copy of that certain title commitment
      dated July 13, 2007 issued by the Title Insurer and bearing the commitment
      number C0707317 (the “Title Report”).  Seller also
      has delivered to Purchaser a copy of the most recent survey of the Premises
      in
      Seller’s possession (“Survey”).  Prior to the
      Contract Date, Purchaser shall have reviewed title to the Premises as described
      by the Title Report and Survey and notified Seller of any objections Purchaser
      has to the Title Report and Survey.  Purchaser may, at its cost and
      expense, revise, modify and recertify the Survey. Purchaser shall: (a) instruct
      the Title Insurer, in writing, to furnish copies of all title continuations
      to
      Seller’s counsel at the address set forth in Section 17.1, and (b) within
      five (5) Business Days after issuance of any such continuation, give notice
      to
      Seller specifying all new Title Exceptions set forth in such continuation which
      Purchaser claims are not Permitted Exceptions.

     

    Section
      5.3.  Discharge
      of Title Exceptions at Closing

     

    .  If,
      at the Closing, there are any Title Exceptions which are not Permitted
      Exceptions for the Premises and which Seller is obligated by this Agreement
      or
      elects to pay and discharge, Seller may use any portion of the Purchase Price
      or
      any other sum to discharge the same, provided that Seller either shall have
      delivered to Purchaser at the Closing instruments in recordable form sufficient
      to discharge such Title Exceptions of record, together with the cost of any
      applicable recording or filing fees.  The existence of any such liens
      or encumbrances shall not be deemed objections to title prior to Closing if
      Seller shall comply with the foregoing requirements at or before
      Closing.  Any unpaid liens for taxes, Water Charges and assessments
      applicable to the period prior to the Closing Date shall not be objections
      to
      title, but the amount thereof plus any interest and penalties thereon shall
      be
      deducted from the Purchase Price, subject to the provisions for apportionment
      of
      taxes, Water Charges, rents and assessments contained in Article IV of
      this Agreement.

     

    Section
      5.4.  Inability
      to Convey

     

    .                      Except
      as expressly set forth in this Article V, nothing contained in this
      Agreement shall be deemed to require Seller to take or bring any action or
      proceeding or any other steps to remove any Title Exception or to expend any
      moneys therefor, nor shall Purchaser have any right of action against Seller,
      at
      law or in equity, for Seller’s inability to convey title in accordance with the
      terms of this Agreement.

     

    Section
      5.5.  Rights
      in Respect of Inability to Convey

     

    .

     

    (a)           In
      the event that Seller, after complying with its obligations hereunder (including
      Section 5.6 and Section 5.7) shall be unable to convey title to
      the Premises as provided in this Article V, and Purchaser has not, prior
      to the Scheduled Closing Date (as it may have been adjourned in accordance
      with
      this Agreement), given notice to Seller that Purchaser waives objection to
      each
      Title Exception which is not a Permitted Exception for the Premises and agrees
      to close this transaction without abatement of any portion of the Purchase
      Price, credit or allowance of any kind (other than a credit in the amount of
      the
      unused portion of the Liquidated Sum Amount, if any, that the Purchaser may
      be
      entitled to under Section 5.7) or any claim or right of action against
      Seller for damages or otherwise relating to same, Seller shall have the right,
      at Seller’s sole election, to either (1) take such action as Seller shall deem
      advisable to discharge each such Title Exception which is not a Permitted
      Exception, including, without limitation, by satisfying the requirements of
      the
      Title Insurer sufficient to cause the Title Insurer to insure over any Mechanics
      Lien Title Exception at Closing, or (2) terminate this Agreement.  In
      the event Seller shall elect to take action to so discharge each such Title
      Exception which is not a Permitted Exception, Seller shall be entitled to one
      or
      more adjournments of the Scheduled Closing Date for a period reasonably
      necessary to so discharge the same, not to exceed thirty (30) days in the
      aggregate (inclusive of any adjournments made by Seller pursuant to Section
      5.6 and Section 5.7), and the Closing shall be adjourned to a date
      specified by Seller not beyond such thirty (30) day period.  If, for
      any reason whatsoever, Seller shall not have succeeded in so discharging each
      such Title Exception at the expiration of such adjournment(s) and if Purchaser
      has not, prior to the expiration of the last of such adjournments, given notice
      to Seller that Purchaser waives objection to each such Title Exception and
      agrees to close this transaction without abatement of any portion of the
      Purchase Price, credit or allowance of any kind (other than a credit in the
      amount of the unused portion of the Liquidated Sum Amount, if any, that the
      Purchaser may be entitled to under Section 5.7) or any claim or right of
      action against Seller for damages or otherwise relating to the same, this
      Agreement shall be deemed to be terminated as of the last date to which the
      Scheduled Closing Date was adjourned by Seller pursuant to this Article
      V. Upon any termination of this Agreement pursuant to this Section
      5.5, then (I) the Deposit shall be refunded to Purchaser and (II) neither
      party shall have any further rights or obligations hereunder other than those
      which expressly survive the termination of this Agreement.  No action
      taken by Seller to discharge, or attempt to discharge, any purported Title
      Exception shall be an admission that any such purported Title Exception is
      not a
      Permitted Exception.  The provisions of this Section 5.5 shall
      be subject to Seller’s and Purchaser’s rights and obligations with respect to
      Voluntary Title Exceptions and Liquidated Sum Title Exceptions as set forth
      in
Section 5.6 and Section 5.7, respectively.

     

    (b)           Notwithstanding
      anything to the contrary contained herein, if any Title Exception which is
      not a
      Permitted Exception can be removed by the delivery of an affidavit of Seller,
      Seller shall deliver such affidavit to Purchaser and the Title Insurer at the
      Closing; provided that such affidavit: (i) does not increase the obligations
      of
      Seller under this Agreement (other than in a deminimis manner), (ii) does not
      result in any costs to Seller (other than deminimis costs) or (iii) would not
      be
      likely to result in any liability to Seller (other than in a deminimis
      manner).

     

    Section
      5.6.  Voluntary
      Title Exceptions

     

    (a)  .  If,
      from time to time prior to the Closing, Purchaser shall receive written
      notification (which for purposes of this Article V shall include any
      information in any title report and in any title continuation provided to
      Purchaser) of any Voluntary Title Exceptions, then Purchaser shall promptly
      notify Seller thereof, which notice shall describe in reasonable detail the
      Voluntary Title Exceptions(s).  Seller shall discharge, in the manner
      set forth in Section 5.5, all Voluntary Title Exceptions regardless of
      cost on or prior to Closing.  Seller shall be entitled to one or more
      adjournments of the Scheduled Closing Date of such duration as shall be
      reasonably necessary to discharge the same, not to exceed thirty (30) days
      in
      the aggregate (inclusive of any adjournments made by Seller pursuant to
Section 5.5 and Section 5.7) to so discharge Voluntary Title
      Exceptions.  If Seller shall fail to so discharge all Voluntary Title
      Exceptions on or prior to Closing, then Purchaser shall have the right, as
      and
      for its sole and exclusive remedy, to elect one of the following two
      alternatives:

     

    (i)           Purchaser
      may elect to close otherwise in accordance with this Agreement, notwithstanding
      the existence of such Voluntary Title Exceptions.  If Purchaser so
      elects, then (1) Purchaser shall be deemed to have waived such Voluntary Title
      Exceptions that were not discharged on or prior to the Closing and the same
      shall not be grounds for an objection to title, (2) Purchaser shall not have
      any
      right of action against Seller for or in connection with such undischarged
      Voluntary Title Exceptions, at law or in equity and (3) Purchaser shall receive
      a credit against the Purchase Price in an amount equal to the aggregate amount
      needed to discharge and remove of record those undischarged Voluntary Title
      Exceptions that can be discharged solely by the payment of a liquidated sum
      of
      money and Seller shall, if it is the appropriate party, execute and deliver
      all
      documents necessary to discharge and remove same of record; or

     

    (ii)           Purchaser,
      by written notice given to Seller on or prior to the Scheduled Closing Date
      (as
      so adjourned), may elect to terminate this Agreement; or

     

    (iii)           Purchaser
      may seek specific performance of Seller’s obligation to remove Voluntary Title
      Exceptions.

     

    If
      Purchaser shall fail to notify Seller of such election on or prior to the
      Scheduled Closing Date (as so adjourned), then Purchaser shall irrevocably
      be
      deemed to have elected to terminate this Agreement as provided in clause
      (ii).  If this Agreement is terminated pursuant to clause (ii), then
      (I) the Deposit shall be refunded to Purchaser and (II) Purchaser shall have
      such rights and remedies against Seller as may be available under equity and/or
      applicable law, provided that Seller shall not be liable for consequential
      damages or for punitive damages.

     

    Section
      5.7.  Liquidated
      Sum Title Exceptions

     

    .  On
      or prior to Closing, Seller shall discharge all Liquidated Sum Title Exceptions;
      provided, however, that Seller’s obligations under this Section
      5.7 shall be subject to and limited by the following
      provisions:

     

    (a)  Notwithstanding
      the foregoing provisions of this Section 5.7, Seller shall have no
      obligation to expend more than the Liquidated Sum Amount in the aggregate in
      order to cause all Liquidated Sum Title Exceptions to be
      discharged.  Seller shall be entitled to one or more adjournments of
      the Scheduled Closing Date not to exceed thirty (30) days in the aggregate
      (inclusive of any adjournments made by Seller pursuant to Section 5.5 and
Section 5.6 above) to discharge Liquidated Sum Title
      Exceptions.

     

    (b)  If,
      from
      time to time and at any time at or prior to the Closing, Seller shall determine,
      in its good faith judgment, that the sum of (i) the cost to discharge all then
      undischarged Liquidated Sum Title Exceptions, plus (ii) all actual amounts
      expended by Seller on or prior to such date (but after the date of this
      Agreement) to discharge any Liquidated Sum Title Exceptions shall exceed the
      Liquidated Sum Amount, then Seller may (but shall not be obligated to) notify
      Purchaser thereof (the “Seller Liquidated Sum Title Exception
      Notice”), which notice shall describe in reasonable detail (x) the
      Liquidated Sum Title Exceptions that are then in existence and have not been
      discharged and (y) the actual amounts expended by Seller on or prior to such
      date (but after the date of this Agreement) to discharge any Liquidated Sum
      Title Exceptions, together with documentation reasonably evidencing the
      same.  If Seller shall give a Seller Liquidated Sum Title Exception
      Notice to Purchaser within five (5) days of the Scheduled Closing Date, then
      Purchaser shall have the right, as and for its sole and exclusive remedy, to
      elect one of the following two alternatives:

     

    (i)  Purchaser
      may elect to close otherwise in accordance with this Agreement, notwithstanding
      the existence of such Liquidated Sum Title Exceptions.  If Purchaser
      so elects, then, subject to Purchaser’s rights with respect to any Voluntary
      Title Exceptions as set forth in Section 5.6 above, (1) Purchaser shall
      be deemed to have waived all Liquidated Sum Title Exceptions that were not
      discharged on or prior to the Closing and the same shall not be grounds for
      an
      objection to title, (2) Purchaser shall not have any right of action against
      Seller for or in connection with such undischarged Title Exceptions, at law
      or
      in equity, and (3) Purchaser shall receive a credit against the Purchase Price
      in an amount equal to the lesser of (x) the aggregate amount needed to discharge
      and remove of record such undischarged Liquidated Sum Title Exceptions and
      (y)
      the excess of the Liquidated Sum Amount over the amounts expended by Seller
      on
      or prior to the Closing Date (but after the date of this Agreement) to discharge
      any Liquidated Sum Title Exceptions; or

     

    (ii)  Purchaser,
      by written notice given to Seller on or prior to the Scheduled Closing Date
      (as
      so adjourned), may elect to terminate this Agreement.  If Purchaser
      shall fail to notify Seller of such election on or prior to the Scheduled
      Closing Date (as so adjourned), then Purchaser shall irrevocably be deemed
      to
      have elected to terminate this Agreement as provided in this clause (ii) of
      this
Section 5.7(b).  If this Agreement is terminated pursuant to
      this clause (ii), then (I) the Deposit shall be refunded to Purchaser and (II)
      neither party shall have any further rights or obligations hereunder other
      than
      those which expressly survive the termination of this Agreement.

     

    Section
      5.8.  Purchaser’s
      Right to Accept Title

     

    .  Notwithstanding
      the foregoing provisions of this Article V, Purchaser may, by notice
      given to Seller at any time prior to the Scheduled Closing Date (as it may
      have
      been adjourned by Seller pursuant to this Article V), elect by written
      notice to Seller, to waive any or all exceptions which are not Permitted
      Exceptions.  In such event, this Agreement shall remain in effect and
      the parties shall proceed to Closing but, except to the extent set forth in
      Section 5.6 and Section 5.7, Purchaser shall not be entitled to
      any abatement, credit or allowance of any kind or any claim or right of action
      against Seller for damages or otherwise by reason of the existence of any Title
      Exceptions which are not Permitted Exceptions; provided that a waiver of any
      exceptions which are not Permitted Exceptions prior to the Scheduled Closing
      Date shall not be deemed to be a waiver of any other exceptions that are not
      Permitted Exceptions and are first discovered by Purchaser following the
      notice.

     

    ARTICLE
      VI                                

    CONDITION
      OF PROPERTY; NO DUE DILIGENCE PERIOD

    Section
      6.1.  Condition
      of Premises

     

    .  (a)
      Purchaser is a sophisticated investor and its valuation of, and decision to
      purchase, the Premises is based upon its own independent expert evaluations
      of
      such facts and materials deemed relevant by Purchaser and its agents. Other
      than
      the representations and warranties of Seller specifically set forth herein
      or in
      the Closing documents executed and delivered by Seller at the Closing pursuant
      to Article VIII hereof, Purchaser has not relied in entering into this
      Agreement upon any oral or written information from Seller, in any capacity,
      or
      any of its employees, affiliates, agents, consultants, advisors or
      representatives, including any appraisals, projections or evaluations of credit
      quality prepared by Seller or any of its employees, affiliates, agents,
      consultants, advisors or representatives.  Purchaser further
      acknowledges that no employee, agent, consultant, advisor or representative
      of
      Seller has been authorized to make, and that Purchaser has not relied upon,
      any
      statements or representations other than those specifically contained in this
      Agreement.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
      PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS MAY BE EXPRESSLY SET FORTH
      IN
      THIS AGREEMENT, PURCHASER IS PURCHASING THE PREMISES “AS IS” AND “WHERE IS”
“WITH ALL FAULTS” ON THE CLOSING DATE, AND, EXCEPT AS EXPRESSLY SET FORTH IN
      THIS AGREEMENT OR IN SAID CLOSING DOCUMENTS, SELLER IS MAKING NO REPRESENTATION
      OR WARRANTY, EXPRESS OR IMPLIED, AND PURCHASER HAS NOT RELIED ON ANY
      REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PREMISES,
      INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE BUSINESS OR
      FINANCIAL CONDITION OF ANY TENANT OF THE PREMISES, (B) THE PHYSICAL CONDITION
      OF
      ANY IMPROVEMENT OR ANY OTHER PROPERTY COMPRISING ALL OR A PART OF THE PREMISES,
      OR ITS FITNESS, MERCHANTABILITY OR SUITABILITY FOR ANY USE OR PURPOSE, (C)
      THE
      LEASES, RENTS, INCOME OR EXPENSES OF THE PREMISES, (D) THE COMPLIANCE OR
      NON-COMPLIANCE WITH ANY LAWS, CODES, ORDINANCES, RULES OR REGULATIONS OF ANY
      GOVERNMENTAL AUTHORITY AND ANY VIOLATIONS THEREOF, (E) THE PRESENCE OF ANY
      HAZARDOUS OR TOXIC SUBSTANCES, LEAD PAINT OR ASBESTOS AT THE PREMISES, OR (F)
      THE CURRENT OR FUTURE USE OF THE PREMISES, INCLUDING THE PREMISES’ USE FOR
      COMMERCIAL, RETAIL, INDUSTRIAL OR OTHER PURPOSES.  Seller is
      not liable or bound in any manner by any verbal or written statements,
      representations, real estate brokers’ “set-ups”, offering memorandum or
      information pertaining to the Premises furnished by any real estate broker,
      advisor, consultant, agent, employee, representative or other
      Person.

     

    (b)           Except
      as may otherwise be provided in this Agreement, in addition to, and not by
      way
      of limitation of Section 6.1(a), Purchaser shall be required to accept
      the Premises subject to all (i) violations of law, notes or notices of
      violations of law or governmental ordinances, orders or requirements noted
      in or
      issued by any Governmental Authority, and (ii) liens which may attach pursuant
      to any of the foregoing, in each case whether such violations, notes, notices,
      orders, requirements or liens, or the conditions giving rise thereto, existed
      or
      were noted or issued prior to the date of this contract, or now or hereafter
      exist or come into being.  Except as may otherwise be provided in this
      Agreement, any such violations, notes, notices, orders, requirements or liens
      shall be deemed Permitted Exceptions and shall be the sole responsibility of
      Purchaser. Without limiting the generality of the foregoing, Seller shall not
      be
      required to remove or comply with any violations, notes, notices, orders,
      requirements or liens a Tenant is required to remove or comply with pursuant
      to
      the terms of its Lease, and such violations, notes, notices, orders,
      requirements or liens shall not be deemed to be an objection to
      title.  Except as may otherwise be provided in this Agreement,
      Purchaser shall accept the Premises subject to all such violations, notes,
      notices, orders, requirements or liens without abatement against the Purchase
      Price, credit or allowance of any kind or any claim or right of action against
      Seller for damages or otherwise, and Seller shall have no obligation to remove,
      comply with, cure, discharge or otherwise deal with such violations, notes,
      notices, orders, requirements or liens, or the conditions giving rise
      thereto.

     

    (c)           Except
      for a breach of a representation and warranty in Section 10.2(f)
      [Violations] herein, Purchaser expressly waives, releases and discharges Seller,
      and any entity or person which at any time directly or indirectly controlled
      or
      was controlled by Seller, from any and all suits, claims, demands, cause of
      action, damages (including, but not limited to, consequential damages), losses,
      costs, and expenses of any kind, whether known or unknown, relating to or
      arising at any time out of the Premises, and based on: (1) any Environmental
      Law
      including, without limitation, the federal Comprehensive Environmental Response,
      Compensation and Liability Act, and the federal Resource Conservation and
      Recovery Act; (2) the Release of any Hazardous Materials; and (3) any
      environmental conditions whatsoever in, on, above, beneath, at, to, under or
      in
      the vicinity of the Premises.  As used herein, the term
“Environmental Laws” shall mean: all federal, state, and local
      laws, statutes, ordinances and regulations, now or hereafter in effect, related
      to the protection of human health, safety, the environment and natural
      resources, including, without limitation, the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections
      9601, et. seq.), the Hazardous Material Transportation Act, as amended (49
      U.S.C. Sections 5102, et. seq.), the Federal Insecticide, Fungicide and
      Rodenticide Act, as amended (7 U.S.C. Sections 136, et. seq.), the Resource
      Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et. seq.),
      the Toxic Substance, Control Act, as amended (42 U.S.C. Sections 7401, et seq.),
      the Clean Air Act, as amended (42 U.S.C. Sections 7401, et seq.), the Federal
      Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et. seq.),
      the
      Occupational Safety and Health Act, as amended (29 U.S.C. Sections 651, et
      seq.), the Safe Drinking Water Act, as amended (42 U.S.C. Sections 300f, et
      seq.), any state or local counterpart or equivalent of any of the foregoing
      and
      any Federal, state or local transfer of ownership notification or approval
      statutes.  As used herein, the term “Hazardous
      Materials” shall mean those substances included within the definitions
      of any one or more of the terms “hazardous materials,” “hazardous wastes,”
“hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such
      terms are defined under the Environmental Laws, or any other substance regulated
      by an Environmental Law.  As used herein, the term
“Release” shall mean release, presence, spill, emission,
      leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching
      or migration of a Hazardous Material into the indoor or outdoor
      environment.

    


    (d)           Notwithstanding
      the foregoing, the waivers, releases and other matters set forth in this
Section 6.1 of this Agreement shall not apply to any claims of
      contribution by Purchaser against Seller with respect to claims made by third
      parties (including Governmental Authorities) against Purchaser or its
      successors, assigns, agents or affiliates with respect to Hazardous Materials
      in, on, under, above, adjacent to or otherwise affecting the Premises prior
      to
      Closing, for a period of one (1) year following the Closing (after the
      expiration of said one-year period, this subsection (d) shall be of no further
      force or effect, except as to claims of contribution filed by Purchaser against
      Seller during said one-year period).

    


    (e)           The
      provisions on this Section 6.1 shall survive the Closing.

    


    Section
      6.2.  No
      Due Diligence Period

     

    .  Subject
      to the provisions of that certain Due Diligence Entry Agreement dated as of
      January 21, 2008, by and between Seller, as “Owner,” and Purchaser, as
“Licensee” (the “Entry Agreement”), Purchaser shall have the
      right, through the Closing Date, from time to time, upon the advance notice
      required pursuant to the Entry Agreement, to enter upon and pass through the
      Premises during normal business hours to examine and inspect the
      same.

     

    


    ARTICLE
      VII                                

    CLOSING

    Section
      7.1.  Closing
      Date

     

    (a)  .
      (a) This Agreement and the closing of the
      transactions contemplated by this Agreement (the “Closing”) are
      occurring simultaneously, and so the Closing shall be held at 11:00 a.m.
      (Central Time) on the date first written above (said date being herein called
      the “Scheduled Closing Date”), through an escrow with the
      Escrow Agent acting as escrowee, under terms that are reasonable and customary
      for closings of this kind, TIME BEING OF THE ESSENCE with respect to Purchaser’s
      obligation to close on the Scheduled Closing Date.

     

    (b)  The
      actual date on which the Closing occurs is referred to herein as the
“Closing Date”).

     

    ARTICLE
      VIII                                

    CLOSING
      DELIVERIES

    Section
      8.1.  Seller
      Deliveries

     

    .  On
      the Closing Date, in addition to all other obligations of Seller in this
      Agreement which are to be performed on the Closing Date, Seller shall do the
      following:

     

    (a)  Seller
      shall execute and deliver to Purchaser a Special Warranty Deed, in the form of
Exhibit D-1 annexed hereto and made a part hereof, in proper form for
      recording, duly executed and acknowledged so as to convey the Premises to
      Purchaser, subject to the Permitted Exceptions and the other objections waived
      by Purchaser (the “Deed”).

     

    (b)  Seller
      shall execute, acknowledge and deliver to Purchaser the appropriate non-foreign
      affidavit pursuant to Section 1445 of the Internal Revenue Code, as amended,
      sufficient to provide an exemption under subdivision (b) thereof.

     

    (c)  Seller
      shall execute and deliver to Purchaser a bill of sale, in the form of Exhibit
      D-2 annexed hereto and made a part hereof, transferring any Personal
      Property.

     

    (d)  Seller
      shall deliver to Purchaser such documents as are reasonably requested by the
      Title Insurer to demonstrate that the transactions contemplated hereby have
      been
      duly authorized by all necessary organizational action of Seller (including
      corporate (or other appropriate entity) resolutions and incumbency
      certificates) and
      such customary affidavits, evidence and documents as may be reasonably required
      by the Title Insurer in order to issue so-called owner’s and lender’s title
      insurance policies insuring Purchaser’s title to the Premises, as relate to
      (i)  mechanics’ or materialmen’s liens; (ii) parties in possession;
      (iii) the status and capacity of Seller and the authority of the person or
      persons who are executing the various documents on behalf of Seller in
      connection with the sale of the Premises and (iv) any special assessments not
      yet of record; provided in no event shall Seller be required to deliver any
      instrument that shall impose liability upon it or require Seller to undertake
      any obligations or make any representations not otherwise provided for in this
      Agreement.

     

    (e)  Seller
      shall deliver to Purchaser, to the extent same are in Seller’s (or any of its
      agent’s) possession or are under Seller (or any of its agent’s) control,
      originals (or if unavailable, copies) of the following documents to the extent
      same exclusively relate to the Premises: (i) Leases, (ii) lease files, (iii)
      assignable permits, licenses, building certificates (e.g., boiler
      certificates), warranties and/or guaranties, (iv) building specifications and
      plans, and surveys and reports and studies concerning building operations (as
      opposed to reports and studies pertaining to the initial development and
      construction of the Improvements), (v) maintenance logs, (vi) to the extent
      available, invoices and receipts required to calculate the adjustments under
      Article IV of this Agreement, and (vii) utility and real estate tax bills
      for the real estate tax fiscal year in which the Closing occurs.

     

    (f)  Subject
      to the provisions of Section 4.2, Seller shall deliver to Purchaser the
      Shook Letter of Credit held by Seller as security in connection with the Shook
      Hardy Lease and shall execute and deliver to Purchaser such instruments and
      forms as shall be necessary to transfer to Purchaser the Shook Letter of
      Credit.

     

    (g)  Seller
      shall deliver to Purchaser notice letters executed by Seller, in form reasonably
      acceptable to Purchaser and Seller, to each Tenant notifying such Tenant that
      Seller has transferred its interest in such Tenant’s Lease to Purchaser and
      directing such Tenant to pay future rent as directed by Purchaser.

     

    (h)  Seller
      shall deliver to Purchaser keys or access cards, as the case may be, with
      respect to the Premises, tagged for identification (Purchaser acknowledges
      and
      accepts that the access cards and system for the Premises are not separate
      from
      the master system described in the Master Services Agreement).

     

    (i)  Seller
      shall deliver the original executed counterpart of the Shook Hardy Estoppel
      Certificate to the extent Seller may have received the same from Shook Hardy,
      pursuant to its request under Article XII.

     

    (j)  Seller
      shall deliver the original executed counterpart of the Shook Hardy Lease
      Amendment to the extent Seller may have received the same from Shook Hardy,
      pursuant to its request under Article XII.

     

    Section
      8.2.  Purchaser
      Deliveries

     

    .  On
      the Closing Date, in addition to all other obligations of Purchaser in this
      Agreement which are to be performed on the Closing Date,  Purchaser
      shall do all of the following:

     

    (a)  Purchaser
      shall cause the Escrow Agent to pay the Deposit to Seller at the Closing and
      Purchaser shall pay the balance of the Purchase Price, and all other sums
      payable to Seller by Purchaser at the Closing, to Seller in accordance with
      the
      terms of this Agreement.

     

    (b)  Purchaser
      shall deliver to Seller certified as true, correct and complete copies of:
      (i)
      the Organizational Documents of Purchaser, none of which have been amended,
      except as evidenced by amendments similarly delivered and, which constitute
      the
      entire agreement among the partners or, members, as the case may be, thereof,
      respectively, (ii) any certificate of value with regard to the transaction
      as
      may be required in connection with the recordation of the Deed, and (iii) such
      other documents as are reasonably requested by the Title Insurer to demonstrate
      that the transactions contemplated hereby have been duly authorized by all
      necessary organizational action of Purchaser (including corporate (or other
      appropriate entity) resolutions and incumbency certificates).

     

    Section
      8.3.  Mutual
      Deliveries

     

    (a)  .  Seller
      and Purchaser shall each execute (and cause to be acknowledged or sworn to
      if
      required) and deliver on the Closing Date, such instruments, agreements or
      other
      documents as are required to be executed and delivered by the terms of this
      Agreement to consummate the transactions contemplated herein,
      including:

     

    (a)  An
      assignment and assumption of leases with respect to the Leases in effect on
      the
      Closing Date in the form annexed hereto as Exhibit E-1;

     

    (b)  An
      assignment and assumption of Seller’s right, title and interest in any
      Intangible Property relating exclusively to the Premises in the form annexed
      hereto as Exhibit E-2;

     

    (c)  The
      agreement (“Chilled Water Supply Contract”) in the form annexed
      hereto as Exhibit E-3;

     

    (d)  The
      agreement (“Easement Agreement”) in the form annexed hereto as
Exhibit E-4;

     

    (e)  The
      agreement (“MasterServices Agreement”) in the
      form annexed hereto as Exhibit E-5;

     

    (f)  The
      agreement in the form annexed hereto as Exhibit E-6;

     

    (g)  Any
      instruments which may be required for the recordation of the Deed contemplated
      herein.

     

    ARTICLE
      IX                                

    CONDITIONS
      TO CLOSING

    Section
      9.1.  Conditions
      to Purchaser’s Obligation to Close

     

    .  Purchaser’s
      obligation to close on the Closing Date is subject to the satisfaction of the
      following conditions precedent, any or all of which may be waived in writing
      by
      Purchaser:

     

    (a)  This
      Agreement shall be in full force and effect and there shall not then exist
      any
      event which would allow Purchaser to terminate this Agreement pursuant to the
      express terms hereof;

     

    (b)  Seller
      shall have complied, in all material respects, with its obligations under
Article VIII;

     

    (c)  Purchaser
      shall have received an ALTA form of owner’s policy of title insurance issued by
      the Title Company, insuring or an irrevocable obligation of the Title Company
      committing to insure, good and marketable title to the Premises free and clear
      of all liens, encumbrances and other matters affecting title except for
      Permitted Exceptions, such obligation shall be unconditional except to the
      extent subject to the payment of the premium therefore and the taking of such
      other actions as are customarily required to obtain such insurance;

     

    (d)  The
      Shook
      Estoppel Certificate, executed on behalf of Shook Hardy, shall have been
      delivered to Purchaser;

     

    (e)  The
      Shook
      Lease Amendment, executed on behalf of Shook Hardy, shall have been delivered
      to
      Purchaser; and

     

    (f)  Shook
      Hardy shall not be in default under its Lease (beyond any applicable notice
      and
      grace period set forth therein) with respect to the payment of any rental
      thereunder or in respect of any other material term thereof, and shall not
      have
      filed for bankruptcy, be subject to an involuntary bankruptcy proceeding, been
      adjudicated bankrupt or admitted in writing its inability to pay its debts
      as
      they become due or have had a receiver appointed for any of its
      assets.

     

    Section
      9.2.  Conditions
      to Seller’s Obligation to Close

     

    .  Seller’s
      obligation to close on the Closing Date is subject to the satisfaction of the
      following conditions precedent, any or all of which may be waived in writing
      by
      Seller:

     

    (a)  This
      Agreement shall be in full force and effect and there shall not then exist
      any
      event which would allow Seller to terminate this Agreement pursuant to the
      express terms hereof; and

     

    (b)  Purchaser
      shall have complied, in all material respects, with its obligations under
Article VIII.

     

    Section
      9.3.  Non-Satisfaction
      of Conditions

     

    .  If
      any of the conditions precedent set forth in Section 9.1 or Section
      9.2 above are not satisfied on or before the date by which they are required
      to be satisfied, the party for whose benefit the condition precedent exists
      shall have the right to waive such condition and, to the extent applicable,
      the
      rights under Article XVI of this Agreement.  If such waiver is
      not given then, subject to the rights of the parties under Article XVI
      hereof in the event a condition was not satisfied by reason of a default by
      a
      party, this Agreement shall terminate, Purchaser shall be entitled to a return
      of the Deposit and all interest thereon, and neither party shall have any rights
      or obligations hereunder, except those that survive any such termination of
      this
      Agreement

     

    ARTICLE
      X                                

    REPRESENTATIONS
      AND WARRANTIES

    Section
      10.1.  Representations
      and Warranties by Seller as to Seller

     

    .   Seller
      represents and warrants to Purchaser that, as of the Contract Date:

     

    (a)  Authority;
      Binding on Seller; Enforceability.  It has the right, power
      and authority to execute and deliver this Agreement and to perform its
      obligations hereunder, and this Agreement has been duly authorized, executed
      and
      delivered by it and is a valid and binding obligation of such party enforceable
      against such party in accordance with the terms hereof, except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other laws affecting creditors’ rights generally and by general
      principles of equity.

     

    (b)  Conflict
      with Existing Laws or Contracts.  The execution and delivery
      of this Agreement and all related documents and the performance of its
      obligations hereunder and thereunder by it does not conflict with any provision
      of any law or regulation to which Seller is subject, conflict with or result
      in
      a breach of or constitute a default under any of the terms, conditions or
      provisions of Seller’s Organizational Documents or of any agreement or
      instrument to which it is a party or by which Seller is bound or any order
      or
      decree applicable to it or result in the creation or imposition of any lien
      on
      any of its assets or property, which would reasonably be expected to impair
      its
      ability to perform its obligations under this Agreement; and it has obtained
      all
      consents, approvals, authorizations or orders of any court or governmental
      agency or body or any other third party, if any, required for the execution,
      delivery and performance by it of this Agreement.

     

    (c)  Bankruptcy
      of Seller.   It has not filed any petition seeking or
      acquiescing in any reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under any law relating to bankruptcy
      or insolvency, nor has any such petition been filed against it. It is not
      insolvent and the consummation of the transactions contemplated by this
      Agreement shall not render it insolvent.

     

    (d)  OFAC
      List.  It is not (i) identified on the OFAC List (as
      hereinafter defined) or (ii) a person with whom a citizen of the United States
      is prohibited to engage in transactions by any trade embargo, economic sanction,
      or other prohibition of United States law, rule, regulation, or Executive Order
      of the President of the United States.  The term “OFAC
      List” shall mean the list of specially designated nationals and blocked
      persons subject to financial sanctions that is maintained by the U.S. Treasury
      Department, Office of Foreign Assets Control and any other similar list
      maintained by the U.S. Treasury Department, Office of Foreign Assets Control
      pursuant to any law, rule, regulation or Executive Order of the President of
      the
      United States, including trade embargo, economic sanctions, or other
      prohibitions imposed by Executive Order of the President of the United
      States.

     

    (e)  Other
      Property.  Seller, as of the Contract Date, is the owner of
      fee title to those properties listed in Exhibit C annexed hereto, free
      from any mortgages or deeds of trust.

     

    Section
      10.2.  Representations
      and Warranties by Seller as to the Premises

     

    .  Seller
      represents and warrants to Purchaser that, as of the Contract Date:

     

    (a)  Leases.
      There are no Leases which are in effect at the Premises as of the
      Contract Date, other than the Leases listed on Exhibit F annexed hereto
      (the “Existing Leases”).  Except as otherwise noted
      on Exhibit F, (1) to Seller’s actual knowledge, each of the Existing
      Leases is in full force and effect, (2) no written notice of default on the
      part
      of any Tenant under any Existing Lease has been sent by Seller, as landlord,
      other than a default notice setting forth a default which, as of the Contract
      Date, has been cured and (3) to Seller’s actual knowledge, no written notice of
      default or breach on the part of Seller, as landlord, under any of the Existing
      Leases has been received by Seller, other than a default notice setting forth
      a
      default which, as of the Contract Date, has been cured.  Seller has
      delivered to Purchaser true and complete copies, in all material respects,
      of
      all the Existing Leases.

     

    (b)  Litigation.  Seller
      has no actual knowledge of any threatened, and has not received or given any
      notice of any pending, actions, suits or proceedings or order, injunction or
      decree outstanding as to the Premises which, if adversely determined, could
      reasonably be contemplated to prevent Seller’s consummation of the transaction
      contemplated by this Agreement or which relates primarily to the Premises or
      would directly affect Purchaser after Closing.

     

    (c)  Condemnation.  There
      are no condemnation or eminent domain proceedings pending or, to Seller’s
      knowledge, threatened in writing, that may result in the taking of any part
      of
      the Premises.

     

    (d)  Insurance.  Attached
      hereto as Exhibit G is a schedule of the insurance coverage currently
      maintained by Seller with respect to the Premises, which is accurate in all
      material respects.

     

    (e)  Permits
      and Licenses.  Seller has not received any written notice
      from any Governmental Authority that there is a default with respect to any
      permits and licenses held by Seller in connection with the
      Premises.

     

    (f)  Violations.  Seller
      has not received any written notice from any Governmental Authority that there
      is a violation under any Environmental Laws with respect to the Premises that
      is
      still outstanding, nor, to Seller’s actual knowledge, has Seller received any
      written notice from any Governmental Authority that there is a violation under
      any other laws with respect to the Premises that is still
      outstanding.

     

    (g)  Brokerage
      Commissions; Allowances.  All brokerage commissions payable
      in connection with execution of the Existing Leases have been or will be paid
      in
      full prior to Closing.  Seller has  performed all of the
      obligations of landlord specifically set forth under each of the Existing Leases
      (other than the funding of the Unpaid Allowance Balance with regard to the
      Shook
      Hardy Lease, which is, as of the date hereof, equal to $3,369,559.41) with
      respect to: (i) any tenant allowance payable to any Tenant prior to the
      Scheduled Closing Date; and (ii) any landlord’s work to be performed in
      connection with the initial occupancy by such Tenant of the premises demised
      under its Lease to the extent that the same is required to be performed by
      the
      landlord prior to the Scheduled Closing Date.

     

    (h)  Employees.  Seller
      has no employees at the Premises for whom Purchaser would be responsible after
      the Closing.

     

    (i)  ERISA.  Seller
      is not a “governmental plan” within the meaning of section 3(32) of the Employee
      Retirement Income Security Act of 1974, as amended, and the execution of this
      Agreement and the sale of the Premises by Seller is not, as a result of the
      structure and ownership of Seller, subject to state statutes regulating
      investments of and fiduciary obligations with respect to governmental
      plans.

     

    (j)  Development
      Contract.  Seller has not received any written notice from
      the City that there is a violation under the Development Plan or the Development
      Contract with respect to the Premises that is still outstanding.  The
      Development Plan and the Development Contract have not been amended, terminated
      or revoked.

     

    Section
      10.3.  Representations
      and Warranties of Purchaser

     

    .  Purchaser
      represents to Seller that, as of the Contract Date:

     

    (a)  Authority;
      Binding on Purchaser; Enforceability.  Purchaser has the
      right, power and authority to execute and deliver this Agreement and to perform
      Purchaser’s obligations hereunder, and this Agreement has been duly authorized,
      executed and delivered and is a valid and binding obligation of Purchaser
      enforceable against Purchaser in accordance with the terms hereof, except as
      such enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other laws affecting creditors’ rights generally and by general
      principles of equity.

     

    (b)  Conflict
      with Existing Laws or Contracts.  The execution and delivery
      of this Agreement and all related documents and the performance of its
      obligations hereunder and thereunder by Purchaser does not conflict with any
      provision of any law or regulation to which Purchaser is subject, conflict
      with
      or result in a breach of or constitute a default under any of the terms,
      conditions or provisions of Purchaser’s Organizational Documents or of any
      agreement or instrument to which Purchaser is a party or by which Purchaser
      is
      bound or any order or decree applicable to Purchaser or result in the creation
      or imposition of any lien on any of its assets or property, which would
      reasonably be expected to impair its ability to perform its obligations under
      this Agreement; and Purchaser has obtained all consents, approvals,
      authorizations or orders of any court or governmental agency or body or any
      other third party, if any, required for the execution, delivery and performance
      by Purchaser of this Agreement.

     

    (c)  Legal
      Action Against Purchaser.  There is no action, suit or
      proceeding pending against Purchaser in any court or by or before any other
      governmental agency or instrumentality which, if adversely determined, could
      reasonably be contemplated to prevent Purchaser’s consummation of the
      transaction contemplated by this Agreement.

     

    (d)  Bankruptcy
      of Purchaser.  Purchaser has not filed any petition seeking
      or acquiescing in any reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under any law relating to bankruptcy
      or insolvency, nor has any such petition been filed against
      Purchaser.  Purchaser is not insolvent and the consummation of the
      transactions contemplated by this Agreement shall not render Purchaser
      insolvent.

     

    (e)  OFAC
      List.  Purchaser is not (i) identified on the OFAC List or
      (ii) a person with whom a citizen of the United States is prohibited to engage
      in transactions by any trade embargo, economic sanction, or other prohibition
      of
      United States law, rule, regulation, or Executive Order of the President of
      the
      United States.

     

    (f)           Ownership.  Purchaser
      is a wholly-owned subsidiary of HINES REIT PROPERTIES, L.P., a Delaware limited
      partnership, and HINES REAL ESTATE INVESTMENT TRUST, INC. is the general partner
      and majority owner of, and controls, said partnership.

     

    ARTICLE
      XI                                

    COVENANTS

    Section
      11.1.  Modification
      of the Shook Hardy Lease

     

    .  Between
      the Contract Date and the Closing Date, Seller shall not modify, amend or
      terminate the Existing Leases, in any respect, except for the Shook Lease
      Amendment; provided, however, that Seller shall have the right,
      without Purchaser’s consent, to enter into any modification or amendment of any
      Existing Lease to the extent required pursuant to the terms of the such or
      that
      is entered into to effectuate or memorialize the exercise of any right or the
      performance of any obligation contained in such Existing Lease or pursuant
      to
      any law, provided that any action or agreement requiring the landlord’s consent
      or approval shall require the consent of Purchaser.

     

    Section
      11.2.  New
      Leases

     

    (a)  .   Between
      the Contract Date and the Closing Date, Seller shall not enter into any new
      lease or extend any Existing Lease without Purchaser’s prior written consent in
      each instance; provided, however, Seller shall have the right, without
      Purchaser’s consent, to renew or extend any Existing Lease pursuant to the
      exercise of any right of renewal or extension by the Tenant under the terms
      of
      such Existing Lease; provided that any action or agreement requiring the
      landlord’s consent or approval shall require the consent of
      Purchaser.

     

    Section
      11.3.  Operation
      of the Premises

     

    


     

    (a)  Between
      the Contract Date and the Closing Date, Seller shall: (i) continue to maintain
      the Premises in its current condition, reasonable wear and tear and casualty
      loss excepted, provided that Seller shall not be obligated to undertake any
      improvements, repairs or replacements which would be capitalized under generally
      accepted accounting principles; and (ii) not remove any Fixtures or Personal
      Property from the Premises, unless the same is obsolete or is otherwise replaced
      with Fixtures of comparable function.

     

    (b)  Between
      the Contract Date and the
      Closing Date, Seller shall maintain in full force and effect fire and other
      casualty insurance coverages which are substantially equivalent to those
      maintained on the Contract Date.

     

    Section
      11.4.  Tax
      Certiorari Proceedings

     

    .

     

    (a)  If
      any
      tax reduction proceedings in respect of the Premises, relating to 2007 or
      relating to any fiscal years prior to the fiscal year in which the Closing
      occurs, are pending at the time of the Closing, Seller reserves and shall have
      the right to continue to prosecute and/or settle the same; provided,
however, that Seller shall not settle any such proceeding which affects
      any fiscal year after 2007 without Purchaser’s prior written consent, which
      consent shall not be unreasonably withheld or delayed.  Purchaser
      shall reasonably cooperate with Seller in connection with the prosecution of
      any
      such tax reduction proceedings.

     

    (b)  Any
      refunds or savings in the payment of taxes resulting from such tax reduction
      proceedings applicable to the period prior to the date of the Closing shall
      belong to and be the property of Seller (provided, however, that
      if any such refund creates an obligation to reimburse any Tenants under its
      Lease for any Rent paid or to be paid that portion of such refund equal to
      the
      amount of such required reimbursement (after deduction of allocable expenses
      as
      may be provided in such Lease) shall be paid to Purchaser by Seller (or, at
      Seller’s election, shall be paid directly by Seller to such Tenant) and upon
      receipt thereof, Purchaser shall disburse the same to such Tenant), and any
      refunds or savings in the payment of taxes applicable to the period from and
      after the date of the Closing shall belong to and be the property of
      Purchaser.  All reasonable attorneys’ fees and other expenses incurred
      following the Closing in obtaining such refunds or savings shall be apportioned
      between Seller and Purchaser in proportion to the gross amount of such refunds
      or savings payable to Seller and Purchaser, respectively, except that
      Purchaser’s liability for such fees and other expenses shall not exceed the
      refund or savings so obtained.

     

    (c)           The
      provisions of this Section 11.4 shall survive the Closing.

     

    Section
      11.5.  Service
      Contracts

     

    .  Seller
      shall terminate at or before the Closing all Service Contracts as to the
      Premises.  Seller shall terminate at or before Closing, and Purchaser
      shall not assume, any property management agreement or leasing agreements as
      to
      the Premises.

     

    Section
      11.6.  Development
      Contract and Development Plan

     

    .

     

    (a)           
      Prior to Closing, Seller shall not modify, amend or terminate the Development
      Plan or the Development Contract in any respect.

     

    (b)           Following
      the Closing, Seller and Purchaser agree as follows:

     

    (i)           Within
      ten (10) days after the Closing Date, Seller shall deliver written notice of
      the
      transfer of the Premises to Purchaser to the City in accordance with Paragraph
      14B of the Development Contract.

     

    (ii)           Within
      thirty (30) days after the Closing Date, Seller shall submit to the City its
      application (including obtaining an architect’s certificate to the extent
      required by Sec. 74-17(d) of the Code of Ordinances of the City) for a
      certificate of full compliance (“Certificate”) in accordance
      with Sec. 74-17(d) of the Code of Ordinances of the City, as amended, with
      respect to Phase B-3 of the Development Plan, which includes the
      Premises.  Thereafter, Seller shall take all procedural steps
      necessary to prosecute such application in a good faith and timely manner,
      including attendance at any public hearings in connection with the
      same.  Upon issuance of a Certificate for Phase B-3, Seller shall
      provide a copy thereof to Purchaser; provided, however, that nothing herein
      shall be deemed or construed as a representation or warranty by Seller that
      a
      Certificate will be issued.  Purchaser shall cooperate with Seller’s
      efforts hereunder in connection with the application for the Certificate, and,
      if requested by Seller, shall join in the application for the Certificate and
      attend any public hearings in connection with same.

     

    (iii)           Within
      ninety (90) days after the Closing Date, Seller shall obtain and deliver to
      Purchaser a copy of an ordinance vacating the easements reserved by the City
      in
      Ordinance No. 55622, recorded as Document No. K-584944, in Book K-1257 at Page
      1786, vacating a portion of Warwick Trafficway.

     

    (iv)           Within
      six (6) months after the Closing Date, Purchaser shall deliver written notice
      of
      Purchaser’s election to continue to use, operate and maintain the Premises in
      accordance with Paragraph 14B of the Development Contract.

     

    (v)           This
      Section 11.6(b) shall survive the Closing.

     

    ARTICLE
      XII                                

    ESTOPPEL
      CERTIFICATE; LEASE AMENDMENT

    


    Section
      12.1.  Estoppel
      Certificate.

     

      Seller
      shall request of (but shall not be obligated to obtain from) Shook Hardy that
      Shook Hardy execute and deliver an estoppel certificate with respect to the
      Shook Hardy Lease in the form of estoppel certificate attached hereto as
Exhibit H-1 (the “Shook Estoppel
      Certificate”).  Purchaser’s obligation to close on the
      Closing Date is subject to its receipt of the Shook
      Estoppel Certificate, executed on behalf of Shook Hardy, pursuant to Section
      9.1(d) hereof.

     

    Section
      12.2.  Lease
      Amendment.

     

      Seller
      shall request of (but shall not be obligated to obtain from) Shook Hardy that
      Shook Hardy execute and deliver an amendment to the Shook Hardy Lease in the
      form attached hereto as Exhibit H-2 (the “Shook Lease
      Amendment”).  Purchaser’s obligation to close on the Closing
      Date is subject to its receipt of the Shook
      Lease Amendment, executed on behalf of Shook Hardy, pursuant to Section
      9.1(e) hereof.

     

    ARTICLE
      XIII                                

    TRANSACTION
      COSTS

    Section
      13.1.  Seller’s
      Transaction Costs

     

    .  Seller,
      in addition to its apportionments (if any) and its other payment obligations
      hereunder, if any, shall be responsible for the cost of (a) its legal counsel,
      advisors and the other professionals employed by it in connection with the
      sale
      of the Premises, (b) the base premium for Purchaser’s owner policy of title
      insurance insuring the conveyance of the Premises at the Closing, and (c)
      transfer and sales taxes.

     

    Section
      13.2.  Purchaser’s
      Transaction Costs

     

    .
      Purchaser, in addition to its apportionments (if any) and its other payment
      obligations hereunder, shall be responsible for all costs and expenses
      associated with: (a) Purchaser’s due diligence, (b) Purchaser’s legal counsel,
      advisors, engineers, consultants and the other professionals employed by it
      in
      connection with Purchaser’s due diligence and the purchase of the Premises, (c)
      any update, revision or recertification of the Survey initially provided by
      Seller to Purchaser, (d) any endorsements to Purchaser’s owner policy of title
      insurance insuring the conveyance of the Premises at the Closing,
      (e)  the policy premiums in respect of any mortgage title insurance
      required by Purchaser’s lender (if any), with Purchaser obtaining the benefit of
      any simultaneous issuance credit, and (f) all costs and expenses of obtaining
      any financing Purchaser may elect to obtain (including any fees, financing
      costs, transfer taxes, mortgage taxes and intangible taxes in connection
      therewith

     

    ARTICLE
      XIV                                

    BROKERAGE

    Section
      14.1.  Brokerage
      Representations

     

    .  Seller
      and Purchaser each represent and warrant to the other that it has not dealt
      with
      any broker or other finder or intermediary with respect to the transactions
      contemplated hereby other than CB Richard Ellis, Inc., a Delaware corporation
      (the “Broker”).  In the event that any claim shall be
      made for a broker’s commission, finder’s fee or otherwise on account of the
      breach of the representations and warranties set forth in the preceding
      sentence, upon prompt notice of any such claim from the party against whom
      such
      claim is asserted, the party whose acts caused or resulted in the claim, shall
      indemnify, defend and hold the other harmless from any and all costs, claims,
      damages, liabilities and expenses (including reasonable attorneys’ fees) arising
      therefrom or in connection therewith.  Seller shall pay the
      commissions payable to Broker pursuant to separate written
      agreement.  The provisions of this Article XIV shall survive
      the Closing and any termination or cancellation of this Agreement.

     

    ARTICLE
      XV                                

    CASUALTY
      AND CONDEMNATION

    Section
      15.1.  Casualty

     

    .

     

    (a)           For
      purposes of this Article XV, “Major Casualty” means,
      with respect to the Improvements at the Premises, a fire in or other casualty
      to
      such Improvements which causes damage or injury to such Improvements that either
      (i) would cost Ten Million and 00/100 Dollars ($10,000,000.00) or more to repair
      or (ii) would permit Shook Hardy to exercise its termination right under Article
      7 of the Shook Hardy Lease by reason thereof (unless Shook Hardy waives such
      termination right with regard to any such fire or other casualty).

     

    (b)           If,
      between the Contract Date and the Closing, there shall occur a fire or other
      casualty affecting the Improvements which is not a Major Casualty, then neither
      Seller nor Purchaser shall have the right to terminate this Agreement and
      Purchaser shall purchase the Premises in its damaged condition with any repairs
      which may have been made thereto by Seller without reduction of or offset
      against the Purchase Price or any other claim against Seller.  Seller
      shall pay to Purchaser all insurance proceeds received by Seller in connection
      with such casualty (other than business interruption or rent loss insurance
      for
      the period prior to the Closing) and shall assign to Purchaser Seller’s right,
      if any, to receive any insurance proceeds payable to Seller as a result of
      such
      fire or other casualty, provided, however, that Seller shall be
      entitled to retain (to the extent theretofore paid to Seller), and shall not
      be
      obligated to assign the right to receive (to the extent not theretofore paid
      to
      Seller), an amount of such insurance proceeds equal to Seller’s expenses, if
      any, incurred in collecting such proceeds and undertaking any repairs of the
      Improvements.  Additionally, at the Closing, Seller shall pay to
      Purchaser the deductible amount under Seller’s insurance policy less any costs
      incurred for any repair or restoration of the Improvements not covered by
      insurance proceeds and less any portion of the deductible which can be charged
      to Shook Hardy under the Shook Hardy Lease.

    


    (c)           If,
      between the Contract Date and the Closing, there shall occur a fire or other
      casualty affecting the Improvements which is a Major Casualty, then Purchaser
      shall have the option, to be exercised by notice given to Seller within fifteen
      (15) days after the date of such casualty, to terminate this
      Agreement.  If this Agreement shall be so terminated, then (i)
      Purchaser shall be entitled to the return of the Deposit and (ii) neither party
      hereto shall have any further obligations or liabilities to the other under
      this
      Agreement, except for those which expressly survive the termination of this
      Agreement.  If Purchaser shall not so elect to terminate this
      Agreement as provided in this subclause (c), then this Agreement shall remain
      in
      full force and effect and the provisions of Section 15.1(b) above shall
      apply to such damage and any insurance proceeds payable in connection
      therewith.

     

    (d)           In
      no event shall Seller have any obligation to repair any damage or destruction
      to
      the Improvements, but Seller shall have the right to do so and to utilize
      insurance proceeds for such purpose.

     

    (e)           Notwithstanding
      the foregoing, if the sum of the deductible amounts to be credited to Purchaser
      and the insurance proceeds payable in connection with such casualty are not
      sufficient to restore such damage, Purchaser shall have the right to terminate
      this Agreement and receive a return of the Deposit, unless Seller (in its
      discretion) agrees to credit the difference to Purchaser at Closing in which
      event Purchaser shall not have such right to terminate.

     

    (f)           If
      Seller shall receive any insurance proceeds to which Purchaser is entitled
      under
Section 15.1(b) above, Seller shall pay the same to Purchaser
      promptly.  The provisions of this Section 15.1(f) shall survive
      the Closing.

     

    Section
      15.2.  Condemnation

     

    .  If,
      between the Contract Date and the
      Closing, any condemnation or eminent domain proceedings are initiated, then
      Purchaser may elect to terminate this Agreement by giving written notice of
      its
      election to Seller within fifteen (15) days after receiving notice of such
      prospective taking.  If Purchaser shall so elect to terminate this
      Agreement, then (i) Purchaser shall be entitled to the return of the Deposit,
      and (ii) neither party hereto shall have any further obligations or liabilities
      to the other under this Agreement, except for those which expressly survive
      the
      termination of this Agreement.  If Purchaser shall not so elect to
      terminate this Agreement, then the parties hereto shall proceed to the Closing
      without reduction of or offset against the Purchase Price and Purchaser shall
      have no other claim against Seller.  In such event, all of Seller’s
      right, title and interest in and to any condemnation proceeds paid or payable
      in
      connection therewith shall be assigned to Purchaser.  In no event
      shall Seller have any obligation to repair or restore the Premises or any
      portion thereof.

     

    ARTICLE
      XVI                                

    DEFAULT;
      REMEDIES; SURVIVAL

    Section
      16.1.  Purchaser’s
      Default On or Before Closing

     

    .    If
      Purchaser fails to consummate the purchase of the Premises pursuant to this
      Agreement for any reason except failure by Seller to perform hereunder or
      failure of a condition precedent to Purchaser’s obligations hereunder (except in
      the event the condition was not satisfied by reason of a default by Purchaser),
      then, Seller, as its sole and exclusive remedy therefor, may terminate this
      Agreement by written notice to Purchaser, whereupon, as liquidated damages
      on
      account thereof, Seller shall be entitled to retain the Deposit as Purchaser’s
      sole liability and Seller’s exclusive remedy hereunder. Upon any such
      termination of this Agreement, neither party shall have any further rights
      or
      obligations hereunder other than those which expressly survive the termination
      of this Agreement.   Seller and Purchaser agree that the damages
      that Seller will sustain as a result of such termination will be substantial
      but
      will be difficult to ascertain, and the aforesaid liquidated damages are a
      fair
      and reasonable amount to be retained by Seller as agreed and liquidated damages
      in light of Seller’s removal of the Premises from the market and the damages
      incurred by Seller and shall not constitute a penalty or a
      forfeiture

     

    Section
      16.2.  Seller’s
      Default On or Before Closing

     

    .

     

    (a)           If,
      on or prior to the Closing Date, (i) Seller defaults in any of the covenants,
      agreements or obligations to be performed by Seller under this Agreement on
      or
      as of the Closing Date (or at the Closing), or (ii) Seller otherwise materially
      defaults hereunder and such other material default is not cured by the earlier
      of (A) the Scheduled Closing Date (as it may have been adjourned in accordance
      with this Agreement) or (B) the date which is thirty (30) days after notice
      of
      such default from Purchaser to Seller, then, and in any of such events,
      Purchaser, as its sole remedy therefor, may either (1) seek specific performance
      of Seller’s obligations hereunder, without abatement, credit against or
      reduction of the Purchase Price or (2) terminate this Agreement by written
      notice to Seller (Purchaser shall be deemed to have elected to so terminate
      this
      Agreement if Purchaser fails to file suit for specific performance against
      Seller in a court having jurisdiction in the city and state in which the
      Premises are located, on or before thirty (30) days following the date upon
      which Closing was to have occurred or if Purchaser thereafter dismisses such
      suit or otherwise fails to prosecute such suit with diligence and in good
      faith);   provided, however, in the event such
      termination is due to Seller’s willful breach or default, Purchaser shall be
      entitled to recover from Seller the actual reasonable out-of-pocket expenses
      incurred by Purchaser and paid to (A) Purchaser’s attorneys in connection with
      the negotiation of this Agreement and (B) Purchaser’s attorneys and unrelated
      and affiliated third party consultants, contractors, suppliers or other third
      parties in connection with the performance of examinations, inspections and/or
      investigations pursuant to this Agreement or determining the feasibility of
      Purchaser’s acquisition of the Property pursuant to this Agreement and
provided, further, that in the event (X) specific performance is
      not available because Seller has conveyed the Premises to another party, or
      (Y)
      Seller has voluntarily encumbered the Premises with a mortgage, deed of trust
      or
      financing lien that Seller does not cause to be released at Closing in violation
      of this Agreement, or (Z) Seller has willfully amended, modified or terminated
      the Shook Hardy Lease, the Development Plan or the Development Contract in
      a
      manner which violates Article XI of this Agreement, then Purchaser may
      pursue any and all remedies available at law or in equity, including the
      recovery of its costs and expense, provided, however, in no event shall
      Purchaser be permitted to recover, in the aggregate, in excess of One Million
      and 00/100 Dollars ($1,000,000.00).  If Purchaser shall so elect to
      terminate this Agreement, then the Deposit shall be refunded to Purchaser and
      (except as may otherwise be expressly set forth below) neither party shall
      have
      any further rights or obligations hereunder other than those which expressly
      survive the termination of this Agreement.  Except as expressly
      provided in this Article XVI, Purchaser waives any other right or remedy,
      at law or in equity, which Purchaser may have or be entitled to as a result
      of
      any default by Seller.  The term “default”, as used herein, shall mean
      the failure to perform an obligation or covenant, and shall not be deemed to
      include an inaccuracy in any representation or warranty; it being understood
      and
      agreed that Section 16.2(b) and Section 16.3(b) hereof set forth
      the exclusive remedies of Purchaser for any claim which might arise out of
      any
      of the provisions of Article X (and, accordingly, the provisions of this
Section 16.2(a) shall not apply to any such
      claims).  Notwithstanding the foregoing, nothing herein shall limit
      Purchaser’s obligations under any indemnities or other provisions which survive
      the termination of this Agreement (including, Purchaser’s obligation to
      indemnify Seller under Section 19.15) and under Section
      19.13.

     

    (b)           If,
      on or prior to the Closing Date, Purchaser shall become aware of any
      inaccuracies in any representation or warranty made by Seller pursuant to
Section 10.1 or Section 10.2 which, in any case or in the
      aggregate, could reasonably be expected to have a Material Adverse Effect on
      Purchaser, then, and in any of such events, Purchaser, as its sole remedy
      therefor, may either (1) elect to proceed to the Closing, without abatement,
      credit against or reduction of the Purchase Price (except as may otherwise
      be
      expressly set forth in this Agreement) or (2) terminate this Agreement by
      written notice to Seller.  If Purchaser shall so elect to terminate
      this Agreement, then the Deposit shall be refunded to Purchaser and (except
      as
      may otherwise be expressly set forth below) neither party shall have any further
      rights or obligations hereunder other than those which expressly survive the
      termination of this Agreement.  Without limiting the generality of
      this Section 16.2(b), in no event shall the occurrence of any of the
      events or circumstances described in the preceding subclauses (i), (ii) and
      (iii) of this Section 16.2(b) give rise to any obligation of Seller to
      cure an inaccuracy in any representation or warranty or otherwise make Seller
      liable for damages on account thereof (for avoidance of doubt, the parties
      acknowledge that this sentence does not negate or otherwise limit any rights
      that Purchaser may expressly have under Section 16.2(a) above or
Section 16.3 below.

     

    (c)           If
      Purchaser, with knowledge of (i) a default in any of the covenants, agreements
      or obligations to be performed by Seller under this Agreement, and/or (ii)
      a
      material inaccuracy in any representation or warranty of Seller made in this
      Agreement, elects to proceed to Closing, then, upon the consummation of the
      Closing, Purchaser shall be deemed to have waived any such default and/or
      material inaccuracy and shall have no claim against Seller on account
      thereof.

     

    Section
      16.3.  Survival

     

    .

     

    (a)  Except
      as
      otherwise expressly provided in this Agreement, no provision of this Agreement
      (i.e., no representation, warranty, covenant, agreement or other
      obligation set forth in any provision of this Agreement) shall survive the
      Closing (and, accordingly, no claim arising out of the same may be commenced
      after the Closing), and delivery of the deed(s) to Purchaser shall be deemed
      full performance and discharge of every agreement and obligation on the part
      of
      Seller and Purchaser to be performed under this Agreement, and no agreement,
      promise, representation or warranty, whether express or implied on the part
      of
      Seller or Purchaser or any agent, officer, employee or representative of Seller
      or Purchaser shall survive the Closing unless expressly stated herein to survive
      the Closing.  The representations or warranties of Seller made
      pursuant to Section 10.1 and Section 10.2 shall survive the
      Closing for a period of one (1) year after Closing (the “Survival
      Period”), and shall be actionable, subject to Section
      16.3(b).

     

    (b)  If,
      after
      the Closing, Purchaser shall first learn of (i) any inaccuracies in any
      representation or warranty of Seller made pursuant to Section 10.1 or
Section 10.2 which, in any case or in the aggregate, could be reasonably
      likely to have a Material Adverse Effect on Purchaser, or (ii) a default in
      any
      of the covenants, agreements or obligations to be performed by Seller under
      this
      Agreement which expressly survives the Closing, then Purchaser shall have a
      claim for damages on account thereof, provided that:  (1) written
      notice of any such claim must have been given to Seller by Purchaser with the
      Survival Period and any such claim not brought within the Survival Period shall
      be deemed waived; (2) Purchaser hereby waives the right to collect or seek
      to
      collect consequential or punitive damages; (3) the amount of damages sought
      for
      all such claims (excluding consideration of attorneys’ fees and costs related to
      making and prosecuting such claims) must collectively aggregate to more than
      the
      Minimum Amount (in such event, such claims shall not be limited to the aggregate
      excess above the Minimum Amount, but rather such claims shall be actionable
      from
      the first dollar thereof); and (4) in no event shall the liability of Seller
      for
      such claims (including, without limitation, for attorneys’ fees and costs)
      exceed, in the aggregate, the Cap (and Purchaser hereby waives any right to
      seek
      or enforce one or more judgments against Seller to the extent that any such
      judgments exceed, in the aggregate, the Cap).   Notwithstanding
      the foregoing, the requirement that there be a minimum amount of damages and
      the
      Cap shall not apply to the obligations of Seller under Section 4.3,
Article XIV or Section 15.1(f) hereof or under the Deed, the
      Easement Agreement, the Chilled Water Supply Contract or the Master Services
      Agreement.

     

    (c)           The
      representations or warranties of
      Purchaser made pursuant to Section 10.3
      shall survive the Closing for the
      Survival Period.

     

    Section
      16.4.  Determination
      of Material Inaccuracy

     

    .  Notwithstanding
      any
      provision of this Agreement to the contrary, no inaccuracies in any
      representation or warranty made by Seller pursuant to Section 10.1 and
Section 10.2, with respect to the Premises shall be deemed to have a
“Material Adverse Effect on Purchaser” unless Purchaser can
      reasonably demonstrate that the loss or damage resulting from such inaccuracies,
      in the aggregate, is more than the Minimum Amount.  If any such
      inaccuracies in any representation or warranty under Section 10.1 and
Section 10.2  shall not have a Material Adverse Effect on
      Purchaser, as determined in accordance with this Section 16.4, then
      Purchaser shall not be entitled to any right or remedy under this Agreement,
      at
      law or equity as a result of such inaccuracies, including the right to terminate
      this Agreement if Purchaser shall become aware of such inaccuracies on or before
      the Closing.

     

    ARTICLE
      XVII                                           

    NOTICES

    Section
      17.1.  Notices

     

    .  All
      notices, demands, requests and other communications required hereunder shall
      be
      in writing and shall be deemed to have been given upon delivery or upon refusal
      to accept delivery, or, in the case of notice sent via facsimile, when the
      sender obtains electronic confirmation of successful transmission, and shall
      only be sent (a) by personal delivery; or (b) by nationally recognized overnight
      delivery service marked for delivery on the next Business Day, in each event
      against a signed receipt; or (c) transmitted by facsimile transmission (with
      a
      copy delivered to recipient on the next Business Day), addressed to the party
      for whom it is intended at its address hereinafter set forth:

     

    To
      Seller:

    


    Crown
      Center Redevelopment Corporation

    2405
      Grand, Suite 200

    Kansas
      City, Missouri 64108

    Attn:  William
      P. Lucas, President

    Facsimile
      No.:                                (816)
      274-4445

    


    with
      a
      copy to:

    


    Hallmark
      Legal Dept.

    2501
      McGee

    MD
      339

    Kansas
      City, Missouri

    Attn:  Karen
      I. Bisset, Assistant General Counsel

    Facsimile
      No.:  (816) 274-7171

    


    with
      a
      copy to:

    


    Bryan
      Cave LLP

    1290
      Avenue of the Americas

    New
      York,
      New York 10104

    Attn:  Barry
      C. Ross, Esq.

    Facsimile
      No.:  212-541-1455

    


    


    To
      Purchaser:

    


    Hines
      REIT 2555 Grand LLC

    2800
      Post
      Oak Boulevard, Suite 5000

    Houston,
      Texas  77056-6118

    Attn:  Charles
      N. Hazen

    Facsimile
      No.:  713-966-7851

    


    with
      a
      copy to:

     

    Hines
      REIT 2555 Grand LLC

    2800
      Post
      Oak Boulevard, Suite 5000

    Houston,
      Texas  77056-6118

    Attn:  Jason
      P. Maxwell

    Facsimile
      No.:  713-966-2075

    


    with
      a
      copy to:

    


    Baker
      Botts L.L.P.

    2001
      Ross
      Avenue, Suite 600

    Dallas,
      Texas  75201-2980

    Attn:  Jonathan
      W. Dunlay

    Facsimile
      No.:  214-661-6711

    


     

    To
      the
      Escrow Agent:

    


    Commonwealth
      Land Title Insurance Company

    c/o
      LandAmerica Commercial Services

    2405
      Grand Blvd., Suite 380

    Kansas
      City, MO  64108

    Attn:  Scott
      C. Sidesinger

    Facsimile
      No.:                                (816)
      221-2356

    


    or
      at
      such other address in the United States of America as may be designated by
      either of the parties in a written notice given in accordance with the
      provisions of this Section.  The attorney for any party may send
      notices on that party’s behalf.

     

    ARTICLE
      XVIII                                           

    ESCROW
      AGENT

    Section
      18.1.  Deposit

     

    .  The
      Deposit shall be held, paid over and/or applied, by Escrow Agent in accordance
      with the provisions of this Article XVIII.   The Deposit
      shall be held by Escrow Agent in a federally-insured, interest-bearing money
      market account.  If any party makes a demand for the Deposit, the
      Escrow Agent shall promptly provide written notice to the other
      party.

     

    Section
      18.2.  Delivery
      by Escrow Agent

     

    .  The
      Escrow Agent shall deliver the Deposit to Seller or to Purchaser, as the case
      may be, as follows:

     

    (a)  To
      Purchaser, at the Closing upon the consummation of the transfer of title to
      the
      Premises; or

     

    (b)  To
      Purchaser, upon receipt of its written demand therefor, stating that Purchaser
      is entitled thereto under the terms of this Agreement; provided,
however, that Escrow Agent shall not honor such demand until more
      than
      ten (10) Business Days after Escrow Agent shall have delivered a copy of such
      demand to Seller and Seller shall not have given Escrow Agent specific notice
      of
      objection within such 10-day period.

     

    (c)  To
      Seller, upon receipt of its written demand therefor, stating that Seller is
      entitled thereto under the terms of this Agreement; provided,
however, that Escrow Agent shall not honor such demand until more
      than
      ten (10) Business Days after Escrow Agent shall have delivered a copy of such
      demand to Purchaser and Purchaser shall not have given Escrow Agent specific
      notice of objection within such 10-day period.

     

    Section
      18.3.  Dispute

     

    .  If
      a dispute arises between Purchaser and Seller hereunder with regard to the
      disposition of the Deposit, the Escrow Agent shall either (a) take affirmative
      steps to terminate the Escrow Agent’s duties by delivery of the Deposit to an
      appropriate court and commencement of an interpleader action, the reasonable
      costs thereof to be borne by whichever of Seller or Purchaser is finally
      determined by such court not to be entitled to the Deposit or (b) retain the
      Deposit until it receives a written agreement by the parties or a certified
      copy
      of a final and non-appealable order of a court of competent jurisdiction
      directing the disposition of the Deposit.

     

    Section
      18.4.  Limitation
      on Escrow Agent’s Liability

     

    .The
      Escrow Agent (a) shall have no duties or responsibilities except those expressly
      set forth herein; (b) shall not be bound by any modification of this Agreement,
      unless duly executed by the parties and delivered to the Escrow Agent;
provided, however, if the Escrow Agent’s duties are affected by
      such modification, the Escrow Agent shall not be bound unless the Escrow Agent
      shall have given its prior written consent thereto; (c) may rely and shall
      have
      no liability to Purchaser or Seller as a result of acting or refraining from
      acting upon any instrument or other writing furnished to it hereunder and
      believed by it in good faith to be genuine and to have been signed and presented
      by the proper person or persons; and (d) shall not be liable for any act of
      omission or commission pursuant to this Agreement, except for its own willful
      default or negligence.  If the Escrow Agent is uncertain as to its
      duties or rights hereunder, or shall receive instructions from Purchaser or
      Seller which, in the Escrow Agent’s opinion, conflict with the provisions
      hereof, the Escrow Agent shall be entitled to consult with counsel of its own
      choice.

     

    Section
      18.5.  Indemnity

     

    .  The
      parties, jointly and severally, hereby agree to indemnify the Escrow Agent
      from,
      and to hold it harmless against, any claim, damage, loss, liability or expense
      (including court costs and reasonable attorneys’ fees and
      costs)  incurred in the absence of negligence or willful default on
      the part of the Escrow Agent, arising out of or in connection with the
      performance of its duties hereunder.

     

    Section
      18.6.  Acknowledgment
      of Escrow Agent

     

    .
      Escrow
      Agent has acknowledged agreement to the foregoing provisions of this Article
      XVIII by signing in the place indicated on the signature pages of this
      Agreement.

     

    ARTICLE
      XIX                                

    MISCELLANEOUS

    Section
      19.1.  Governing
      Law; Jurisdiction and Venue

     

    .

     

    (a)  This
      Agreement shall be governed by, and construed in accordance with, the
      substantive laws of the State of Missouri, without regard to conflict of law
      principles.

     

    (b)  For
      the
      purposes of any suit, action or proceeding involving this Agreement, Seller
      and
      Purchaser each hereby expressly submits to the jurisdiction of all federal
      and
      state courts sitting in the State of Missouri and City of Kansas City and
      consents that any order, process, notice of motion or other application to
      or by
      any such court or a judge thereof may be served within or without such court’s
      jurisdiction by registered mail or by personal service, provided that a
      reasonable time for appearance is allowed, Seller and Purchaser each agrees
      that
      such courts shall have the exclusive jurisdiction over any such suit, action
      or
      proceeding commenced by either or both of said parties.  In
      furtherance of such agreement, Seller and Purchaser each agrees upon the request
      of the other to discontinue (or agree to the discontinuance of) any such suit,
      action or proceeding pending in any other jurisdiction.

     

    (c)  Seller
      and Purchaser each hereby irrevocably waives any objection that it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement brought in any federal or state court
      sitting in the State of Missouri and City of Kansas City and hereby further
      irrevocably waives any claim that any such suit, action or proceeding brought
      in
      any such court has been brought in an inconvenient forum.

     

    Section
      19.2.  Further
      Assurances

     

    .  In
      addition to the obligations required to be performed hereunder by Seller and
      Purchaser at or prior to the Closing, each party, from and after the Closing,
      shall execute, acknowledge and/or deliver such other instruments, as may
      reasonably be requested in order to effectuate the purposes of this Agreement;
      provided, however, that the foregoing provisions of this
Section 19.2 shall not obligate either party to execute, acknowledge
      or
      deliver any instrument which would or might impose upon such party any
      additional cost, liability or obligation (beyond that imposed upon on it under
      the documents delivered by such party at the Closing and the other provisions
      of
      this Agreement which survive the Closing).

     

    Section
      19.3.  Successors
      and Assigns

     

    .  All
      of the provisions of this Agreement and of any of the documents and instruments
      executed in connection herewith shall apply to and be binding upon, and inure
      to
      the benefit of Seller and Purchaser, their successors and permitted
      assigns.  Purchaser may not assign its rights under this Agreement
      without first obtaining Seller’s written approval, which approval may be given,
      conditioned or withheld in Seller’s sole discretion, and any such attempted
      assignment without Seller’s prior written approval shall be null and void;
      provided, however, Seller’s written approval shall not be required for an
      assignment to a wholly-owned subsidiary of HINES REIT PROPERTIES, L.P., a
      Delaware limited partnership (a “Permitted
      Affiliate”).  In the event Purchaser intends to assign its
      rights hereunder, (a) Purchaser shall send Seller written notice (i) of its
      request for Seller’s approval hereunder, in the case of an assignment which is
      not to a Permitted Affiliate, at least ten (10) Business Days prior to the
      date
      of the proposed assignment, which request shall include the legal name and
      structure of the proposed assignee, as well as its most recent financial
      statements and any other information that Seller may reasonably request or
      (ii)
      of its intended assignment to a Permitted Affiliate at least three (3) Business
      Days prior to the date of the proposed assignment which notice shall include
      the
      legal name and structure of the proposed assignee and the details of its
      qualification as a Permitted Affiliate, and (b) Purchaser and the proposed
      assignee shall execute an assignment and assumption of this Agreement in form
      and substance reasonably satisfactory to Seller, and (c) in no event shall
      any
      assignment of this Agreement release or discharge Purchaser from any liability
      or obligation occurring hereunder.  Any transfer, directly or
      indirectly, of any stock, partnership interest or other ownership interest
      in
      Purchaser shall constitute an assignment of this Agreement; provided, however,
      any such transfers shall not constitute an assignment of this Agreement so
      long
      as Purchaser remains a wholly-owned subsidiary of HINES REIT PROPERTIES, L.P.,
      a
      Delaware limited partnership, and HINES REAL ESTATE INVESTMENT TRUST, INC.
      is
      the general partner and majority owner of, and controls, said
      partnership.  

     

    Section
      19.4.  No
      Third Party Beneficiary

     

    This
      Agreement and each of the provisions hereof are solely for the benefit of
      Purchaser and Seller and their successors and permitted assigns.  No
      provisions of this Agreement, or of any of the documents and instruments
      executed in connection herewith, shall be construed as creating in any person
      or
      entity other than Purchaser and Seller and their successors and permitted
      assigns any rights of any nature whatsoever.

     

    Section
      19.5.  Entire
      Agreement

     

    .  This
      Agreement, together with the documents and instruments executed and delivered
      in
      connection herewith, sets forth the entire agreement between Purchaser and
      Seller relating to the transactions contemplated hereby and all other prior
      or
      contemporaneous agreements, understandings, representations or statements,
      oral
      or written, relating directly to the Premises are superseded
      hereby.

     

    Section
      19.6.  Severability

     

    .  If
      any provision in this Agreement is found by a court of competent jurisdiction
      to
      be in violation of any applicable law, and if such court should declare such
      provision of this Agreement to be unlawful, void, illegal or unenforceable
      in
      any respect, the remainder of this Agreement shall be construed as if such
      unlawful, void, illegal or unenforceable provision were not contained herein,
      and the rights, obligations and interests of the parties hereto under the
      remainder of this Agreement shall continue in full force and effect undisturbed
      and unmodified in any way.

     

    Section
      19.7.  Modification

     

    .                        This
      Agreement and the terms hereof may not be changed, waived, modified,
      supplemented, canceled, discharged or terminated orally, but only by an
      instrument or instruments in writing executed and delivered by Purchaser and
      Seller.

     

    Section
      19.8.  Waiver
      of Trial by Jury

     

    .  EACH
      PARTY HEREBY WAIVES, IRREVOCABLY AND UNCONDITIONALLY, TRIAL BY JURY IN ANY
      ACTION BROUGHT ON, UNDER OR BY VIRTUE OF OR RELATING IN ANY WAY TO THIS
      AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH, THE PREMISES,
      OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER ACTIONS PERTAINING HERETO
      OR
      TO ANY OF THE FOREGOING.

     

    Section
      19.9.  No
      Recording

     

    .  Neither
      this Agreement nor any memorandum hereof shall be recorded.  Each
      party hereby agrees to indemnify and hold harmless the others for all
      liabilities, losses, damages, liens, suits, claims, costs and expenses
      (including reasonable attorneys’ fees) incurred by the other by reason of a
      breach of the foregoing covenant.

     

    Section
      19.10.  Captions;
      Interpretation

     

    .

     

    (a)  The
      captions in this Agreement are inserted for convenience of reference only and
      in
      no way define, describe or limit the scope or intent of this Agreement or any
      of
      the provisions hereof.  All references to “Articles” and “Sections”
without reference to a document other than this Agreement, are intended to
      designate articles and sections of this Agreement, and the words “herein,”
“hereof,” “hereunder” and other words of similar import refer to this Agreement
      as a whole and not to any particular Article or Section, unless specifically
      designated otherwise.

     

    (b)  As
      used
      in this Agreement, the masculine shall include the feminine and neuter, the
      singular shall include the plural and the plural shall include the singular,
      as
      the context may require.

     

    (c)  The
      use
      of the term “including” shall mean in all cases “including but not limited to”
unless specifically designated otherwise.

     

    (d)  References
      to the “knowledge” of Seller and words of similar import shall refer only to the
      current actual (and not constructive) knowledge of Jack E. Tinnel, Vice
      President of Real Estate and Facilities, Stacey L. Paine, Vice President of
      Finance and Administration, and Dave Roesler of the facts in question at the
      time in question and shall not be construed, by imputation or otherwise, (i)
      to
      impose upon such persons any duty to investigate the matter to which such actual
      knowledge, or the absence thereof, pertains or to refer to the knowledge of
      Seller or any affiliate of Seller, to any property manager, or (ii) to any
      other
      officer, agent, manager, representative or employee of Seller or any affiliate
      thereof.  There shall be no personal liability on the part of such
      persons arising out of any representation or warranties made
      herein.

     

    (e)  No
      rules
      of construction against the drafter of this Agreement shall apply in any
      interpretation or enforcement of this Agreement, any documents or certificates
      executed pursuant hereto, or any provisions of any of the
      foregoing.

     

    Section
      19.11.  Counterparts

     

    .  This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same original, and the execution of
      separate counterparts by Purchaser and Seller shall bind Purchaser and Seller
      as
      if they had each executed the same counterpart.  Signatures to this
      Agreement transmitted by telecopy shall be valid and effective to bind the
      party
      so signing.  Each party agrees to promptly deliver an executed
      original counterpart of this Agreement with its actual signature to the other
      party, but a failure to do so shall not affect the enforceability of this
      Agreement, it being expressly agreed that each party to this Agreement shall
      be
      bound by its own telecopied signature and shall accept the telecopied signature
      of the other party to this agreement.

     

    Section
      19.12.  No
      Waiver

     

    .  Neither
      the failure of either party to exercise any power given such party hereunder
      or
      to insist upon strict compliance by the other party with its obligations
      hereunder, nor any custom or practice of the parties at variance with the terms
      hereof shall constitute a waiver of either party’s right to demand exact
      compliance with the terms hereof.

     

    Section
      19.13.  Confidentiality

     

    .  Purchaser
      acknowledges that all information in respect of Seller and the Premises
      furnished to Purchaser is and has been so furnished on the condition that
      Purchaser maintain the confidentiality thereof.  Accordingly,
      Purchaser shall, and shall cause its directors, officers, members, shareholders,
      principals, agents and representatives and other permitted recipients of any
      such information hereunder, to hold in strict confidence, and not disclose
      to
      any other party without the prior written consent of Seller until the Closing
      shall have been consummated, any such information delivered to Purchaser by
      Seller or any of its agents, representatives or employees.  In the
      event that the Closing does not occur and this Agreement is terminated,
      Purchaser shall promptly return to Seller or destroy all originals and copies
      of
      all documents and other such information heretofore delivered to Purchaser
      in
      connection with this transaction without retaining any copy thereof and shall
      destroy all electronic records of such documents or containing any such
      information.  Notwithstanding anything to the contrary hereinabove set
      forth, Purchaser may disclose such information (i) on a need-to-know basis
      to
      its employees or members of professional firms or financial advisors serving
      it
      in connection with this transaction, (ii) which is publicly accessible (except
      by reason of, directly or indirectly, Purchaser’s actions), (iii) lenders and
      mortgage brokers, and (iv) as may be required for Purchaser, its Affiliates,
      its
      related parties, its manager in order to comply with applicable laws,
      regulations or court orders, including any applicable federal or state
      securities laws, rules or regulations or to comply with the requirements of
      the
      Securities and Exchange Commission.  The provisions of this Section
      shall survive any termination of this Agreement and, to the extent concerning
      lands outside of the Premises, the Closing.

     

    Section
      19.14.   Notice
      of Pendency

     

    .  Purchaser
      hereby waives its right to file a notice of pendency or lis pendens against
      the
      Premises or to take any other affirmative action with respect to the existence
      of this Agreement to impede Seller’s ability to convey or encumber the
      Premises.

     

    Section
      19.15.   Access

     

    .  Purchaser
      and its agents shall have the right to inspect the Premises during business
      hours, provided that Purchaser shall first give Seller reasonable advance
      notification of its intention to conduct any such inspection and that such
      inspection shall not unreasonably impede the normal day-to-day business
      operation of the Premises or interfere with any Tenant and Purchaser’s right of
      inspection of the Premises shall be subject to the rights of the
      Tenants.  Purchaser shall exercise reasonable care at all times that
      Purchaser shall be present upon the Premises and in the performance of all
      inspections.  Seller shall have the right to have a representative of
      Seller accompany Purchaser during any inspections. Purchaser shall not
      communicate in any manner with the Tenants concerning their respective leases
      or
      occupancy or the Premises, including, without limitation, its potential sale,
      without Seller’s prior written consent in every instance; provided, however,
      Seller shall not unreasonably withhold its consent to permit Purchaser to
      conduct an interview with any tenant, at a time and place convenient for all
      parties.  Prior to any entrance upon the Premises for the performance
      of any inspection, Purchaser shall deliver to Seller a certificate of insurance
      evidencing that Purchaser has procured, and Purchaser throughout the performance
      of such inspection shall maintain in force and effect, a commercial general
      liability insurance policy covering Purchaser and Seller against claims for
      bodily injury or death or property damage occurring in, upon or about or
      resulting from the Premises, or any street, drive, sidewalk, curb or passageway
      adjacent thereto, in standard form and an amount of no less than $2,000,000
      (combined single limit), issued by an insurance company with a rating of “A” or
      better as established by Best’s Rating Guide, which insurance shall include
      blanket contractual liability coverage. Purchaser hereby indemnifies and agrees
      to defend and hold Seller harmless from all loss, cost (including reasonable
      attorneys’ fees), claim or damage arising in connection with or from any such
      inspection by Purchaser or its agents or contractors, or any of their respective
      conduct while at the Premises pursuant to the provisions of this Section;
      provided the indemnity shall not extend to protect Seller from any pre-existing
      liabilities for matters merely discovered by Purchaser (i.e., latent
      environmental contamination).  Purchaser’s obligations under this
Section 19.15 shall survive Closing or any expiration or termination of
      this Agreement for a period of one (1) year.

     

    Section
      19.16.   Cooperation
      with Purchaser’s Auditors and SEC Filing Requirements

     

    .  Seller
      shall, without representation, warranty or liability of any kind
      to  Purchaser or any affiliate of Purchaser, provide to Purchaser (at
      Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to,
      such factual information as may be reasonably requested by Purchaser, and in
      the
      possession or control of Seller, or its property manager or accountants, to
      enable Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor
      selected by Purchaser) to conduct an audit of the income statements of the
      Premises for the year to date of the year in which the Closing occurs plus
      up to
      one (1) prior calendar year (provided, however, such audit shall not include
      an
      audit of management fees or interest expenses).  Purchaser shall be
      responsible for all out-of-pocket costs associated with this
      audit.  Seller shall reasonably cooperate (at no cost to Seller) with
      Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to
      provide, without representation, warranty or liability of any kind to Purchaser
      or any affiliate of Purchaser, if requested by such auditor, historical
      financial statements for the Premises, including income and balance sheet data
      for the Property, whether required before or after Closing.  Without
      limiting the foregoing, (a) Purchaser or its designated independent or other
      auditor may audit Seller's operating statements of the Premises, at Purchaser's
      expense, and Seller shall, without representation, warranty or liability of
      any
      kind to Purchaser or any affiliate of Purchaser, provide such documentation
      as
      Purchaser or its auditor may reasonably request in order to complete such audit,
      and (b) Seller shall furnish to Purchaser such financial and other information
      as may be reasonably required by Purchaser or any Affiliate of Purchaser to
      make
      any required filings with the Securities and Exchange Commission or other
      governmental authority; provided, however, that the foregoing obligations of
      Seller shall be limited to providing such information or documentation as may
      be
      in the possession of, or reasonably obtainable by, Seller, its property manager
      or accountants, at no material cost to Seller, and in the format that Seller
      (or
      its property manager or accountants) have maintained such
      information.  This Section shall survive the Closing for a period of
      six (6) months.

     

    REMAINDER
      OF PAGE LEFT BLANK INTENTIONALLY

     

    IN
      WITNESS WHEREOF, this Agreement has been entered into as of the day and year
      first above written.

     

    SELLER:

     

    CROWN
      CENTER REDEVELOPMENT CORPORATION

     

    


     

    
      	
               

            	
              By:

            


    

     

    
      	
               

            	
              Name:

            	 	 


    

     

    
      	
               

            	
              Title:

            	 	 


    

     

    


     

    PURCHASER:

     

    
      	
               

            	
              HINES
                REIT 2555 GRAND LLC

            


    

     

    


     

    
      	
               

            	
              By:

            


    

     

    
      	
               

            	
              Name:

            	 	 


    

     

    
      	
               

            	
              Title:

            	 	 


    

     

    


     

    COMMONWEALTH
      LAND TITLE INSURANCE COMPANY

     

     as
      Escrow Agent (solely as to Article XVIII)

     

    
      	
              By:

            	 


    

     

    
      	
              Name:

            	 	 


    

     

    
      	
              Title:

            	 	 


    

     

    
      	
               

            	
              List
                of Exhibits

            


    

    


    


    Exhibit
      A                           Legal
      Description

    
      	
               

            	
              Exhibit
                B

            	
              Permitted
                Exceptions

            


    

    Exhibit
      C                           Other
      Crown Properties

    Exhibit
      D-1                                           Special
      Warranty Deed

    Exhibit
      D-2                                           Bill
      of Sale

    Exhibit
      E-1                                           Assignment
      and Assumption of Leases

    
      	
               

            	
              Exhibit
                E-2

            	
              Assignment
                of Assignable Guaranties, Warranties and/or
                Permits

            


    

    Exhibit
      E-3                                           Chilled
      Water Supply Contract

    Exhibit
      E-4                                           Easement
      Agreement

    Exhibit
      E-5                                           Master
      Services Agreement

    Exhibit
      E-6                                           Revocable
      License (“Wall Drawing #1118” by Sol LeWitt)

    Exhibit
      F                           Existing
      Leases and Exceptions to Representations in Section 10.2(a)

    Exhibit
      G                           Insurance

    Exhibit
      H-1                                           Shook
      Estoppel Certificate Form

    Exhibit
      H-2                                           Shook
      Lease Amendment Form