exv10w80



 





EXHIBIT 10.80




AGREEMENT OF PURCHASE AND SALE

AND JOINT ESCROW INSTRUCTIONS




          THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and
entered into as of this 11th day of July, 2007 (“Execution Date”), by and between CARLYLE ONE
WILSHIRE II, L.P., a Delaware limited partnership (“Seller”), and HINES REIT ONE WILSHIRE LP, a
Delaware limited partnership (“Buyer”).




RECITALS




     A. Seller owns certain improved real property located in the City of Los Angeles (“City”),
County of Los Angeles (“County”), State of California (“State”), which is more particularly
described on Exhibit A attached hereto (the “Land”), together with the improvements located
on the Land (the “Improvements”), including the building (the “Building”) whose address is 624 S.
Grand Avenue, Los Angeles, California, together with all of Seller’s right, title and interest, if
any, in and to (i) any rights and appurtenances pertaining solely to the Land, including minerals,
oil and gas rights, air, water and development rights, roads, alleys, easements, streets and ways
adjacent to the Land, rights of ingress and egress thereto, any strips and gores within the Land
and in profits or rights or appurtenances solely pertaining to the Land, (ii) except as set forth
in this Agreement (including, without limitation, Exhibit E), and subject to Paragraph 22.22 below, all fixtures, fittings, furniture, furnishings, appliances, apparatus, equipment,
machinery, building materials, artwork, sculptures and other items of tangible personal property
owned by Seller and located at the Land or otherwise used exclusively in connection with the
operation of the Land or Improvements, (iii) any and all service contracts, warranties and
guarantees, together with all supplements, amendments and modifications thereto, solely relating to
the Land or Improvements (excluding any Service Contracts that are to be terminated prior to Close
of Escrow pursuant to this Agreement), (iv) subject to Paragraph 22.22 below, all of the
leases, licenses and other occupancy agreements reflected on the Rent Roll attached as Exhibit
J hereto (the “Leases”), and any other Leases entered into after the Execution Date in
accordance with Paragraph 21.1, and (v) any and all licenses, permits and entitlements to
the extent relating solely to the construction, rehabilitation and operation of the Land or
Improvements in accordance with their current use, and development rights and other intangible
rights, titles, interests, privileges and appurtenances owned by Seller, to the extent relating
solely to the Land or Improvements (provided that Buyer shall not be assigned or have the right to
use the name “Carlyle”, “Carlyle Real Estate”, “Carlyle One Wilshire” “CRG” and/or “CRG West” or
any similar name); provided, however, the foregoing shall not prohibit the use of the name “One
Wilshire” so long as “Carlyle”, “CRG” or “CRG West” is not used in conjunction therewith
(collectively, the “Property”). The parties acknowledge that the term “Leases” is subject to
Paragraph 22.22 below, whereby certain lease, license and other occupancy agreements
relating solely to space covered by the Final CRG Lease (as defined in Paragraph 22.22
below) are not considered “Leases” under this Agreement.



     B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property
from Seller, upon the terms and conditions set forth in this Agreement.



 









 





BASIC PROVISIONS




	 	 	 	 	 	 	 
	I.	 	Buyer:	 	Hines REIT One Wilshire LP
	 	 	 	 	c/o Hines Interests Limited Partnership
	 	 	 	 	445 South Figueroa, Suite 2080
	 	 	 	 	Los Angeles, CA 90071
	 

	 	 	 	Attention:	Mr. Colin P. Shepherd
	 

	 	 	 	 	Mr. Jim Bonham
	 	 	 	 	Facsimile: 213-629-1423
	 	 	 	 	Telephone: 213-629-5200
	 
	 	 	 	 	 	 
	 	 	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	Hines REIT Properties, L.P.
	 	 	 	 	c/o Hines Interests Limited Partnership
	 	 	 	 	2800 Post Oak Boulevard, Suite 5000
	 	 	 	 	Houston, Texas 77056-6118
	 

	 	 	 	Attention:	Mr. Charles N. Hazen
	 	 	 	 	Facsimile: 713-966-7851
	 
	 	 	 	 	 	 
	 	 	 	 	with a copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	Hines REIT Properties, L.P.
	 	 	 	 	c/o Hines Interests Limited Partnership
	 	 	 	 	2800 Post Oak Boulevard, Suite 5000
	 	 	 	 	Houston, Texas 77056-6118
	 	 	 	 	Attention: Jason P. Maxwell, Esq.
	 	 	 	 	Facsimile: 713-966-2075
	 	 	 	 	Telephone: 713-966-7638
	 
	 	 	 	 	 	 
	II.	 	Buyer’s Counsel:	 	Baker Botts L.L.P.
	 	 	 	 	2001 Ross Avenue
	 	 	 	 	Dallas, TX 75201-2980
	 	 	 	 	Attention: Joel M. Overton, Jr., Esq.
	 	 	 	 	Facsimile: 713-966-2075
	 	 	 	 	Telephone: 214-953-6938






 









 





	 	 	 	 	 	 	 
	III.	 	Seller:	 	c/o The Carlyle Group
	 	 	 	 	1001 Pennsylvania Ave., NW
	 	 	 	 	Suite 220 South
	 	 	 	 	Washington, D.C. 20004-2505
	 	 	 	 	Attention: Mr. Michael Gershenson
	 
	 	 	 	 	 	 
	 	 	 	 	With a copy to:
	 	 	 	 	The Carlyle Group
	 	 	 	 	1050 17th Street, Suite 1875
	 	 	 	 	Denver, Colorado 80265
	 	 	 	 	Attention: Mr. Thomas Ray
	 
	 	 	 	 	 	 
	 	 	 	 	With a Copy to:
	 
	 	 	 	 	 	 
	 	 	 	 	CRG West, LLC
	 	 	 	 	624 South Grand Avenue, Suite 110
	 	 	 	 	Los Angeles, California 90017
	 

	 	 	 	Attention:
	 	Mr. Neil Giles
	 

	 	 	 	 	 	Mr. David Dunn
	 
	 	 	 	 	 	 
	IV.	 	Seller’s Counsel:	 	Jeffer, Mangels, Butler & Marmaro LLP
	 	 	 	 	1900 Avenue of the Stars, 7th Floor
	 	 	 	 	Los Angeles, California 90067
	 

	 	 	 	Attn:
	 	Ari Brumer, Esq.
	 

	 	 	 	 	 	Raymond Friedman, Esq.
	 	 	 	 	Telephone: (310) 203-8080

	 	 	 	 	Facsimile: (310) 203-0567
	 
	 	 	 	 	 	 
	V.	 	Broker(s):	 	Eastdil-Secured
	 	 	 	 	11150 Santa Monica Boulevard, Suite 1400
	 	 	 	 	Los Angeles, California 90025
	 

	 	 	 	Attn:
	 	Mr. Kevin Crummy
	 

	 	 	 	 	 	Mr. Sean Sullivan
	 	 	 	 	Telephone: (310) 477-9600
	 	 	 	 	Facsimile: (310) 477-3436
	 
	 	 	 	 	 	 
	VI.	 	Escrow Holder:	 	Terra Nova Title & Settlement Services
	 	 	 	 	1875 I Street NW, Suite 500
	 	 	 	 	Washington, D.C. 20006
	 	 	 	 	Attn: Mr. Christopher Clarke
	 	 	 	 	Telephone: (202)331-0902
	 	 	 	 	Facsimile: (202)331-0905
	 
	 	 	 	 	 	 
	VII.	 	Title Company:	 	Terra Nova Title & Settlement Services,
	 	 	 	 	as agent for First American Title Insurance Company
	 	 	 	 	135 Main Street, 12th Floor






 









 





	 	 	 	 	 	 	 
	 	 	 	 	San Francisco, CA 94105
	 	 	 	 	Attn: Mr. Scott Rogers
	 	 	 	 	Telephone: (415) 837-2272
	 	 	 	 	Facsimile: (415) 837-2229
	 
	 	 	 	 	 	 
	VIII.	 	Purchase Price: Two Hundred Eighty-Seven Million
Thirty-Seven Thousand Five Hundred Eighty-Nine and 00/100 Dollars
($287,037,589.00).
	 
	 	 	 	 	 	 
	IX.	 	Deposit: Thirty Million and 00/100 Dollars
($30,000,000.00) (together with any interest which accrues thereon), payable in
accordance with Paragraph 3.1 below.
	 
	 	 	 	 	 	 
	X.	 	Closing Date: August 1, 2007.






AGREEMENT




          NOW, THEREFORE, incorporating the foregoing recitals, and in consideration of the mutual
covenants and agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Seller and Buyer agree that the terms and
conditions of this Agreement and the instructions to Escrow Holder (as defined in the Basic
Provisions), with regard to the escrow (“Escrow”) created pursuant hereto are as follows:




     1. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees
to purchase the Property from Seller, upon the terms and conditions set forth in this Agreement.
It is understood that Buyer shall purchase the entire Property (upon the terms and conditions set
forth in this Agreement) and shall not be entitled to purchase only a portion thereof. Buyer
acknowledges and agrees that Buyer has, as of the Execution Date, conducted all due diligence
(including, without limitation, inspections, investigations and tests) with regard to the Property,
and has decided that Buyer will proceed to purchase the Property in accordance with the terms of
this Agreement (and, without limiting the foregoing, Buyer shall have no right to terminate this
Agreement as a result of any due diligence investigations, tests, examinations or inspections).
Without limiting the foregoing, Buyer understands that there is no “contingency period”, “financing
contingency period” (and Buyer’s financing, or lack thereof, shall not be a condition to Closing
and shall not allow Buyer any termination rights), “inspection period” or “due diligence period”
(or similar period) under or in connection with this Agreement. Accordingly, and without limiting
the foregoing, Buyer’s Deposit (as defined below) has “gone hard”, subject to the other terms and
conditions of this Agreement.



     2. Purchase Price. The “Purchase Price” for the Property shall be as set forth above
in the Basic Provisions and shall be paid in accordance with the terms of Paragraph 3
below.



 









 





     3. Payment of Purchase Price. The Purchase Price for the Property shall be paid by Buyer
as set forth below in this Paragraph 3.



          3.1 Deposit. Within one (1) business day after the Execution Date, Buyer shall
deposit or cause to be deposited with Escrow Holder the Deposit (as defined in the Basic
Provisions). Escrow Holder shall immediately invest the Deposit in an interest-bearing account.
Notwithstanding anything to the contrary set forth in this Agreement, the Deposit shall not be
refundable to Buyer for any reason whatsoever (and shall be retained by Seller) unless (a) Buyer
terminates this Agreement for a Seller default in accordance with Paragraph 15.2 below, (b)
this Agreement is terminated as a result of the failure of a condition to the Close of Escrow set
forth in Paragraphs 7.2, 7.3, 7.4 or 7.5 below, (c) Buyer terminates this Agreement in
accordance with the last paragraph of Paragraph 13.1 below, or in accordance with
Paragraphs 20.1 or 20.2 below, or (d) this Agreement is terminated under Paragraph
22.22 below. Upon the Close of Escrow (as defined below in Paragraph 4.2), the Deposit
deposited by Buyer hereunder shall be credited toward payment of the Purchase Price. If Buyer
fails to timely deposit the Deposit, Buyer shall be deemed in default under this Agreement, and
Seller may terminate this Agreement as a result thereof, and neither party hereunder shall have any
further obligations or liabilities under this Agreement, except as specifically set forth herein.




          3.2 Cash Balance. The Purchase Price for the Property is as set forth in the Basic
Provisions, and shall be paid by Buyer by wire transfer in immediately available funds to Seller
upon the Close of Escrow (to be delivered by Buyer to Escrow Holder pursuant to the terms of this
Agreement) subject however to appropriate credit for the Deposit and subject to the prorations,
credits and other adjustments set forth in this Agreement. All amounts payable to Seller and/or
charged to Seller under this Agreement shall be allocated and paid into (or from, as applicable)
accounts as reasonably designated by Seller from time to time and shall be divided among the
entities comprising Seller as reasonably designated by Seller from time to time. Buyer shall, upon
Seller’s request, fully cooperate with Seller and Escrow Holder in preparing and completing closing
statements (and similar documents) to accomplish such allocations and divisions.




4. Escrow.




          4.1 Opening of Escrow. For the purposes of this Agreement, the Escrow shall be deemed
opened (“Opening of Escrow”) on the date Escrow Holder receives an original (or counterpart
originals) and/or a copy (or counterpart copies) of this Agreement fully executed by Buyer and
Seller. Each party shall deliver to Escrow Holder counterparts of the signing party’s executed
Agreement within two (2) business days after this Agreement is executed and delivered by the
parties. Escrow Holder shall promptly notify Buyer and Seller in writing of the Opening of Escrow.
Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary
supplemental escrow instructions or other instruments reasonably required by Escrow Holder to
consummate the transaction contemplated by this Agreement; provided, however, that no such
instruments shall be inconsistent or in conflict with, amend or supersede any portion of this
Agreement. If there is any conflict or inconsistency between the terms of such instruments and the
terms of this Agreement, then the terms of this Agreement shall control. Escrow Holder shall
comply with applicable laws, including any reporting requirements of the Internal Revenue Code, in
administering the Escrow.




 









 







          4.2 Close of Escrow. For purposes of this Agreement, the “Close of Escrow” or the
“Closing” shall be the date that the Deed (as defined below in Paragraph 9.1.1) is recorded
in the Official Records of the County (the “Official Records”). Unless changed in writing by Buyer
and Seller, the Close of Escrow shall occur on the Closing Date (as defined in the Basic
Provisions).




     5. Condition of Title. Title to the Property shall be conveyed to Buyer by the Deed,
subject to the following approved conditions of title (collectively, the “Approved Title
Conditions”).



          5.1 Taxes. Liens to secure payment of real estate taxes and assessments not yet
delinquent as of the Close of Escrow.




          5.2 Approved Matters. Matters affecting the Property created by or with the written
consent of Buyer.




          5.3 Additional Matters. Exceptions that are approved (or deemed approved) by Buyer in
accordance with the terms of Paragraph 7.1.




     6. Buyer’s Title Insurance. At the Close of Escrow, the Title Company (as defined in
the Basic Provisions) shall issue to Buyer its standard CLTA Owner’s Policy of Title Insurance
(“Title Policy”) in the amount of the Purchase Price showing title to the Property vested in Buyer
and subject to the Approved Title Conditions. Buyer shall have the right, at its sole expense, to
request and obtain an ALTA extended coverage policy of title insurance, provided that such
additional coverage shall not be a condition precedent to, or otherwise excuse or delay any of,
Buyer’s obligations under this Agreement. Buyer shall have sole responsibility for obtaining, and
bearing the cost of, any survey and other items required from Buyer by the Title Company. Buyer
acknowledges that, as of the date hereof, Seller has, as a convenience to Buyer, delivered to
Buyer, without representation or warranty, as part of the Materials, a survey of the Property
prepared by the Mollenhauer Group dated March 1, 2007, Job No. LA20309 (the “Existing Survey”);
Buyer shall be solely responsible for any and all updates, revisions and re-certifications to the
Existing Survey.



     7. Conditions Precedent to the Close of Escrow for the Benefit of Buyer. The Close of
Escrow and Buyer’s obligation to consummate the transaction contemplated by this Agreement are
subject to the timely satisfaction or Buyer’s written waiver of the following conditions precedent
for Buyer’s benefit by the dates designated below:



          7.1 Title. As of the Execution Date, Buyer has unconditionally approved all matters
of title disclosed by the following documents (collectively, the “Title Documents”) prepared and
delivered to Buyer by the Title Company or by Seller, and all such matters shall constitute
Approved Title Conditions: (a) a Pro Forma Policy of Title Insurance prepared and issued by the
Title Company with respect to the Property, dated July 10, 2007 attached hereto as Schedule
7.1 (the “Pro Forma”), together with all matters, exceptions and exclusions therein; and (b)
copies of




 









 






all recorded documents referred to in the Pro Forma. Notwithstanding the foregoing, Seller agrees
to remove as exceptions to title to the Property, at Seller’s cost, on or prior to the Close of
Escrow (i) all delinquent taxes and assessments and interest and penalties thereon, if any, which
relate to periods prior to the Close of Escrow, (ii) all delinquent installments and accrued
interest due on any bonds affecting the Property which relate to periods prior to the Close of
Escrow, and (iii) all other monetary liens and encumbrances affecting the Property voluntarily
caused by the Seller named in this Agreement prior to the Close of Escrow, such as mortgages and
deeds of trust.




          If, after the Execution Date, the Title Company issues any supplements before the Closing Date
(other than any supplements relating to “Unobjectionable Matter(s)”, as defined below) that add
exceptions to the Pro Forma, Buyer shall have five (5) days after delivery to Buyer of each
supplement to approve or disapprove these supplements by written notice to Seller and Escrow
Holder. For purposes hereof, the term “Unobjectionable Matter” is defined as (a) any matter which
relates to ALTA extended coverage (as opposed to CLTA coverage) or is otherwise disclosed as a
result of any survey (other than the Existing Survey delivered to Buyer by Seller) and/or
inspection made or performed by, for or on behalf of Buyer relating to the Property (other than the
addition of tenants [and/or other occupants]); (b) any title exception adding specific tenants
(and/or other occupants) and/or a rent roll to the Pro Forma, to the extent reflecting tenants
(and/or their successors/assigns) and/or other occupants (and/or their successors/assigns) set
forth on the Rent Roll attached hereto as Exhibit J or otherwise permitted under
Paragraph 21.1 below, and/or (c) any matter arising out of or related to the acts or
omissions of Buyer or its representatives, agents, members, affiliates, partners, employees,
consultants, contractors or subcontractors. If Buyer fails to so disapprove such items by such
date, it shall be conclusively presumed that Buyer has unconditionally approved these supplements
(and all exceptions contained therein). If there are any title exceptions timely disapproved by
Buyer as provided above, Seller shall have the right (but not the obligation) until the Close of
Escrow to have the disapproved exceptions removed or corrected by the Title Company to Buyer’s
reasonable satisfaction or to extend the Closing Date (as the same may have been extended pursuant
to the terms of this Agreement) for a period not to exceed ten (10) business days until such
disapproved exceptions have been removed or corrected for approval by Buyer, which shall not be
unreasonably withheld, conditioned or delayed. If Seller is unable or unwilling (in its sole and
absolute discretion) to have such disapproved exceptions removed or corrected by the Title Company
for approval by Buyer, Seller shall so notify Buyer which shall then elect (as its sole and
exclusive remedy), upon written notice to Seller and Escrow Holder no later than three (3) days
after written notice from Seller that the exceptions will not be removed (or that Seller will not
attempt to have the same removed), to either (i) waive such exceptions and disapprovals (in which
event the same shall constitute Approved Title Conditions); or (ii) terminate this Agreement; and
in the event Buyer elects option (ii), this Agreement shall terminate, the Deposit deposited by
Buyer with Escrow Holder (less one-half of any escrow and title cancellation fees and costs) shall
be refunded to Buyer by Escrow Holder, and neither party hereunder shall have any further
obligations or liabilities under this Agreement, except as specifically set forth herein. Buyer’s
failure to so terminate within the three (3) day period constitutes Buyer’s election to waive the
exceptions and disapprovals in accordance with clause (i) above. Notwithstanding the foregoing or
anything to the contrary set forth in this Agreement, any Unobjectionable Matters (and supplements
to the extent relating thereto) shall be deemed approved by Buyer (and Approved Title Conditions,




 









 






subject, however, to Seller’s obligation to remove as exceptions to title the items set forth in
the last sentence of the first paragraph of this Paragraph 7.1), and Buyer shall be deemed
to have approved all exceptions to Title relating to such supplements.




          7.2 Tenant Estoppel Certificates. Subject to the following provisions of this
Paragraph 7.2, Buyer shall have received estoppel certificates (“Tenant Estoppel
Certificates”), within the time frames set forth below, duly executed by tenants (and/or Seller, as
applicable, as further set forth below) such that Buyer shall have received Tenant Estoppel
Certificates from tenants (and/or Seller, as applicable) under Leases accounting for at least
sixty-five percent (65%) of the Leased Rentable Square Footage (as defined below), including Tenant
Estoppel Certificates (as part of the foregoing Tenant Estoppel Certificates) from all the
following tenants at the Property (or their successors or assigns, if applicable) (collectively,
the “Major Tenants”) (but only to the extent such Major Tenants are then tenants of the Property,
under Leases at the Property, as of the Estoppel Delivery Date, as defined below): Musick, Peeler
& Garrett LLP; MCI Communications Services, Inc., dba Verizon Business Services (“Verizon”)
(subject to the Non-Objectionable Information, as defined below); Quest Communications; and
Crowell, Weedon & Co. The “Leased Rentable Square Footage” is defined as the leased rentable
square footage in the space in the Building, other than the space covered by the Final CRG Lease
(as defined in Paragraph 22.22 below). It is understood by Buyer that Tenant Estoppel
Certificates shall in no event be required from CRG (as defined in Paragraph 22.22 below),
and shall in no event be required with respect to the space covered by the Final CRG Lease (and
neither such space, nor the occupants/licensees/tenants with respect thereto, shall be required or
considered under this Paragraph 7.2). The Tenant Estoppel Certificates shall be
substantially in the form of Exhibit F or substantially in such other form which a
particular tenant is required to execute pursuant to its Lease. In an attempt to comply with its
obligations under the last sentence of this Paragraph 7.2, Seller agrees to request a
Tenant Estoppel Certificate (in the form of Exhibit F) from each of the tenants under the
Leases relating to the Leased Rentable Square Footage, provided that Tenant Estoppel Certificates
from all such tenants shall not be required, and the remaining provisions of this Paragraph
7.2 shall not be affected by this sentence. To the extent received by Seller, Seller shall
deliver the original executed Tenant Estoppel Certificates to Buyer no later than the date (the
"Estoppel Delivery Date”) that is three (3) business days prior to the Close of Escrow (but Seller
shall deliver to Buyer any executed Tenant Estoppel Certificates received by Seller from tenants
within two (2) business days of such receipt); provided, however, if Seller is unable to deliver
timely to Buyer the appropriate number of Tenant Estoppel Certificates executed by tenants, Seller
may, but without any obligation to do so, deliver to Buyer no later than the Estoppel Delivery
Date, in lieu thereof, the necessary number of Tenant Estoppel Certificates executed by Seller
(each, a “Seller Estoppel”), in substantially the form attached hereto as Exhibit “F-1” to
meet the 65% figure set forth above; provided, however, Buyer shall not be required to accept any
Seller Estoppels to the extent they are executed by Seller on behalf of any of the Major Tenants,
or to the extent the leased rentable square footage of the Building covered by the Seller Estoppels
exceeds ten percent (10%) of the leased rentable square footage in the Building. Seller Estoppels
shall be deemed executed by the applicable tenant(s) for purposes of t
he 65% figure set forth
above, but shall be subject to the limitations contained in Paragraphs 13 and 22.15 and
shall be deemed automatically null and void upon the delivery of any Tenant Estoppel Certificate
from the tenant for whom the Seller Estoppel was delivered so long as such Tenant Estoppel
Certificate is not at variance in any material respect with the applicable Seller Estoppel. Buyer
shall have three (3) business days after the receipt of each such executed Tenant Estoppel
Certificate (or Seller Estoppel, as applicable) to approve or reasonably disapprove the applicable




 









 






Tenant Estoppel Certificate (or Seller Estoppel, as applicable) so received (and failure to
timely disapprove shall constitute approval); provided, however, notwithstanding the foregoing,
Buyer may only disapprove an executed Tenant Estoppel Certificate (or Seller Estoppel, as
applicable) if it (a) discloses material adverse economic terms of the applicable Lease (in the
form delivered by Seller to Buyer) that were not disclosed to Buyer in writing (whether in the
applicable Lease or any other document delivered to Buyer) prior to the Execution Date, (b) alleges
a material default of Seller, as landlord, under such applicable Lease, (c) discloses a material
dispute between the landlord and tenant in connection with such applicable Lease or discloses a
material tenant default under such applicable Lease, (d) with respect to any Lease in full force
and effect as of the date of this Agreement and set forth on the Rent Roll attached hereto as
Exhibit J, discloses a material inconsistency (that had not otherwise been disclosed to
Buyer in writing prior to the Execution Date) between the information for that Lease in the Rent
Roll and the corresponding information in the applicable Tenant Estoppel Certificate (or Seller
Estoppel, as applicable), other than simply a change in tenant as a result of an assignment or
other transfer permitted under the applicable Lease, or (e) discloses that a tenant alleges (i) an
unexpired right of first refusal or right of first offer to purchase the Property (a “ROFR”), or
any portion thereof, or unexpired option to purchase the Property (a “Purchase Option”), or any
portion thereof, in favor of such tenant, and (ii) that the ROFR or Purchase Option, as
applicable, is operative and may be exercised as a result of the transactions contemplated by this
Agreement. If Buyer reasonably disapproves any Tenant Estoppel Certificate (or Seller Estoppel, as
applicable) as set forth above, Seller shall have until the Closing Date to deliver such Tenant
Estoppel Certificate (or Seller Estoppel, as applicable) in a form which is reasonably acceptable
to Buyer (provided that Buyer may only disapprove an executed Tenant Estoppel Certificate, or
Seller Estoppel, as applicable, for the reasons set forth in (a), (b), (c), (d) and (e) of this
paragraph above; otherwise the applicable Tenant Estoppel Certificate, or Seller Estoppel, as
applicable, shall be deemed acceptable to and approved by Buyer; without limiting the foregoing,
(1) Buyer shall not have any right to disapprove a Tenant Estoppel Certificate on the basis of any
disclosure therein of the dispute described on Schedule 7.2 attached hereto (the
"Non-Objectionable Information”), and (2) notwithstanding anything to the contrary, Buyer shall
have no rights or claims against Seller whatsoever with respect to the Non-Objectionable
Information; and the provisions of this sentence and the following sentence shall survive the Close
of Escrow, or any termination of this Agreement, and shall not be merged with the Deed. On and
after the Close of Escrow, Buyer shall indemnify, defend and hold Seller and its officers, members,
partners, directors, shareholders, participants, affiliates, managers, representatives and agents
free and harmless from and against any and all claims, costs, losses, liabilities, damages and
expenses arising out of or resulting from any claim or action by or on behalf of the tenant under
the subject lease (or its affiliates, successors or assigns), as referenced under Schedule
7.2 attached hereto in connection with the Non-Objectionable Information. Subject to the last
paragraph of this Paragraph 7, Seller shall use commercially reasonable efforts to satisfy
the condition to Buyer’s obligation to close set forth in this Paragraph 7.2.




          7.3 Covenants. On the Closing Date, Seller shall not be in default in the performance
of any material covenant or agreement to be performed by Seller under this Agreement.




          7.4 Representations and Warranties. Subject to the last paragraph of Paragraph
13.1 below, all representations and warranties of Seller contained in Paragraph 13.1 of
this Agreement shall be true and correct in all material respects as of the date made and as of the
Closing Date with the same effect as if those representations and warranties were made at and as of




 









 






the Closing Date.




          7.5 Title Policy. Subject to the payment of premiums, on or prior to the Closing
Date, the Title Company shall be irrevocably committed to issue the Title Policy with liability in
the amount of the Purchase Price, showing title vested in Buyer and subject only to the Approved
Title Conditions.




     The conditions set forth in this Paragraph 7 are solely for the benefit of Buyer and
may be waived only by Buyer. Buyer shall at all times have the right to waive any condition. Any
such waiver or waivers shall be in writing and shall be delivered to Seller. Nothing contained in
this Agreement shall require Seller to bring any suit or other proceeding, or to pay any material
sum, to satisfy any of such conditions, except as provided in the last sentence of the first
paragraph of Paragraph 7.1. If any of the conditions in this Paragraph 7 is not
timely satisfied or waived by Buyer, then this Agreement shall terminate, the Deposit, or such
portion thereof that has theretofore been deposited by Buyer with Escrow Holder (less one-half of
any escrow and title cancellation fees and costs), shall be refunded to Buyer by Escrow Holder, all
documents deposited into Escrow shall be returned to the party depositing such documents, and
neither party shall have any further rights or obligations under this Agreement, except for those
rights or obligations which expressly survive the termination of this Agreement. Without limiting
Seller’s post-Closing obligations, if any, that expressly survive the Close of Escrow under this
Agreement, Closing shall constitute conclusive evidence that Seller has fully performed its
obligations under this Agreement that are required to be performed prior to the Close of Escrow and
shall further constitute a waiver by Buyer of any claims, demands and causes of action that Buyer
may have against Seller based upon any failure to perform such obligations prior to Closing.



     8. Conditions Precedent to the Close of Escrow for the Benefit of Seller. The Close
of Escrow and Seller’s obligations with respect to the transaction contemplated by this Agreement
are subject to the timely satisfaction or written waiver of the following conditions precedent for
Seller’s benefit by the dates designated below:



          8.1 Buyer’s Deliveries. At least one (1) business day prior to the Closing Date,
Buyer shall have delivered to Escrow Holder the Purchase Price, all other amounts payable under
this Agreement, and the documents described in Paragraph 9.2.




          8.2 Representations and Warranties. All representations and warranties of Buyer
contained in Paragraph 13.2 of this Agreement shall be true and correct in all material
respects as of the date made and as of the Close of Escrow with the same effect as if those
representations and warranties were made at and as of the Close of Escrow.




          8.3 Covenants. On the Closing Date, Buyer shall not be in default in the performance
of any material covenant or agreement to be performed by Buyer under this Agreement.




     The conditions set forth in this Paragraph 8 are solely for the benefit of Seller and
may be waived only by Seller. Seller shall at all times have the right to waive any condition.
Any such waiver or waivers shall be in writing and shall be delivered to Buyer. If any of the
conditions in this Paragraph 8 is not satisfied or has not been so waived by Seller prior
to the Closing Date, then the Deposit shall be paid to Seller and belong to Seller pursuant to
Paragraph 15.1 below (without



 









 






limiting the non-refundable nature of the Deposit under this Agreement), this Agreement shall
terminate, all documents deposited into Escrow shall be returned to the party depositing such
documents, and neither party shall have any further rights or obligations under this Agreement,
except for those rights or obligations which expressly survive the termination of this Agreement.



     9. Deliveries to Escrow Holder.



          9.1 Deliveries by Seller. At least one (1) business day prior to the Close of Escrow,
Seller shall deposit or cause to be deposited with Escrow Holder the following documents and
instruments:




                9.1.1 Deed. A grant deed in the form attached as Exhibit B, duly executed by
Seller and acknowledged (“Deed”).



                9.1.2 FIRPTA. A Transferor’s Certification of Non-Foreign Status in the form attached
as Exhibit C, duly executed by Seller and a California Form 593-C (or its equivalent) duly
executed by Seller (collectively, “FIRPTA Certificates”).



                9.1.3 Lease Assignment. Four (4) original counterparts of an Assignment and
Assumption of Leases in the form attached hereto as Exhibit D (the “Lease Assignment”),
duly executed by Seller.



                9.1.4 General Assignment. Four (4) original counterparts of a General Assignment and
Bill of Sale in the form attached hereto as Exhibit E (the “General Assignment”), duly
executed by Seller.



                9.1.5 Additional Documents. Any additional documents that Escrow Holder or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement including, in the case of the Title Company, a standard Commercial Owner’s Affidavit in
form and substance reasonably satisfactory to the Title Company and Seller, any transfer tax or
similar affidavits or instruments reasonably acceptable to Seller, documents and instruments
evidencing Seller’s authority to consummate such transactions.



                9.1.6 Tenant Notice. A notice to each tenant in the form of Exhibit H, duly
executed by Seller, informing the tenant of the change of ownership of the Property and a transfer
of such tenant’s security deposit (if any) to such new owner.



                9.1.7 CRG Lease Four (4) original counterparts of the Final CRG Lease, duly executed
by CRG, as tenant.



          9.2 Deliveries by Buyer. At least one (1) business day prior to the Close of Escrow,
Buyer shall deposit or cause to be deposited with Escrow Holder the following:




                9.2.1 Funds. All funds necessary to close the Escrow in accordance with the terms of
this Agreement (including, without limitation, the Purchase Price) (as adjusted by the Proration
and Expense Schedule, the Deposit, and any other credits and adjustments provided herein).



 









 





                9.2.2 Lease Assignment. Four (4) original counterparts of the Lease Assignment, duly
executed by Buyer.



                9.2.3 General Assignment. Four (4) original counterparts of the General Assignment,
duly executed by Buyer.



                9.2.4 Other Documents. Such other instruments and documents as may be reasonably
requested by the Title Company and/or Escrow Holder and/or Seller (including, without limitation,
with respect to Buyer’s authority). 



                9.2.5 CRG Lease. Four (4) original counterparts of the Final CRG Lease, duly executed
by Buyer, as landlord.



     10. Costs and Expenses. If the transaction contemplated by this Agreement is
consummated, then Seller shall bear the following costs and expenses: (A) the premium for the
standard CLTA Owner’s title policy in the amount of the Purchase Price; (B) Seller’s share of
prorations under this Agreement; (C) the document recording charges in connection with recording
the Deed in the County; and (D) one-half (1/2) of Escrow Holder’s fees. If the transaction
contemplated by this Agreement is consummated, then Buyer shall bear the following costs and
expenses: (T) the County documentary transfer taxes in connection with the recording of the Deed
in the County; (U) the City documentary transfer taxes in connection with the recording of the Deed
in the County; (V) all excise and transfer taxes imposed with respect to the conveyance of any
personal property by Seller to Buyer pursuant to this Agreement; (W) all documentary transfer
taxes and recording charges in connection with any financing relating to Buyer; (X) the ALTA
portion of title insurance premiums for the standard or extended ALTA Owners title policy, if any
(and any other title charges exceeding those for the CLTA policy under subsection (A) above), the
cost of any survey (other than the Existing Survey delivered by Seller) and the cost of any
endorsements to the Title Policy (other than curative endorsements that Seller elects to obtain, in
its sole and absolute discretion, in order to cure a Buyer title objection under Paragraph
7.1 above); (Y) one-half (1/2) of Escrow Holder’s fees; and (Z) Buyer’s share of prorations.
If, as a result of no fault of Buyer or Seller, Escrow fails to close, Buyer and Seller shall share
equally all of Escrow Holder’s fees and charges; however, notwithstanding anything to the contrary
set forth in this Agreement, if the transaction fails to close as the result of the default of
either party, then such defaulting party shall bear all Escrow Holder’s fees and expenses.
Notwithstanding anything to the contrary set forth in this Agreement, but except as may be set
forth to the contrary in Paragraph 15.2, Buyer shall bear all costs associated with its due
diligence inspections regarding the Property, regardless of whether the Close of Escrow occurs; the
provisions of this sentence shall expressly survive the Close of Escrow (and shall not be merged
with the Deed) or the earlier termination of this Agreement. Subject to the provisions of
Paragraph 18 below, each party shall bear the cost of its own attorneys and consultants.
All other costs and expenses shall be allocated between Buyer and Seller in accordance with the
customary practice of the City and County for transactions of this type.



     11. Prorations.



          11.1 Subject to the provisions of this Paragraph 11, all revenues and expenses
relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the




 









 






Property, including without limitation, real property taxes and assessments, utility charges
and the like, shall be prorated on an accrual basis, and revenues relating to the Property,
including, without limitation, rentals and other income (including, without limitation, common area
charges and operating cost pass throughs) shall be prorated on a cash received basis, subject to
the provisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be
entitled to any income or revenue, and shall not be obligated for costs and expenses, under the CRG
Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary
in the Final CRG Lease). Such proration shall be made as of 11:59 p.m. Pacific Standard Time on
the day immediately preceding the Closing Date (the “Proration Time”). Buyer shall be responsible
for all real estate tax reassessment and increase as a result of the transactions contemplated
under this Agreement. Seller shall be entitled to all tax refunds for periods prior to the Close
of Escrow, and Buyer shall remit the same to Seller promptly after receipt; provided, however, that
Buyer shall first deduct therefrom any portions thereof which are due to any of the tenants under
the Leases and shall remit the same to such tenants. All monthly prorations shall be calculated on
actual days of the applicable month and all annual prorations shall be calculated based on a
365-day year. Prior to the Closing Date, Seller and Buyer shall agree upon a schedule of expenses
and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or
computations made under this Paragraph 11 shall require final adjustment because the
information is unavailable at the Proration Time, then the parties shall make the appropriate
adjustments promptly when accurate information becomes available and either party hereto shall be
entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete
and accurate information becomes available, but in all events no later than April 30, 2008 (the
“Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to
the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1,
the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow
through the Survival Cut-Off Date and shall not be merged with the Deed until the expiration of the
Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to the terms
of Paragraphs 11.2 through 11.5 below.




          11.2 The leasing commissions, attorneys’ fees in connection with leasing, and improvement
allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be
the sole responsibility of Seller and shall be paid by Seller at or prior to, or an appropriate
credit therefor shall be provided by Seller to Buyer upon, the Close of Escrow; upon such payment
and/or credit, Seller shall have no further obligations whatsoever with respect to the amounts and
items set forth in such Schedule 11.2. Notwithstanding the foregoing or anything to the
contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space
leased by Crowell, Weedon & Co. (the “Crowell Allowance”) shall be Buyer’s sole responsibility (and
Seller shall have no obligation with respect thereto), and any portion of such amount paid by
Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon
the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with
leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments,
whether with respect to base lease term (for Leases or Lease amendments executed after the date
hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and
Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating
thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow;
provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in
connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG
Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the
contrary in the




 









 






Final CRG Lease).




          11.3 As of the Close of Escrow, Seller shall not be responsible for any charges, fees,
assessments or other amounts relating to utilities, including, without limitation, those for sewer,
electricity, water and gas (the “Utility Charges”), which are incurred from and after the Closing
Date. Buyer shall be responsible to have the applicable utility companies switch service into
Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after
the Close of Escrow. Without limiting the foregoing, Seller may instruct any utility company that
Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after
the Close of Escrow. Additionally, it is understood that Seller, prior to the Close of Escrow, may
bill Tenants for electricity/power charges that may not be fully reimbursed to Seller by such
Tenants as of the Close of Escrow (the “Utility Bill Amounts”). Buyer shall bill and use
reasonable efforts to collect any such Utility Bill Amounts in the ordinary course of business (and
such Utility Bill Amounts shall not be forgiven, reduced, deferred, delayed or suspended by Buyer)
through the Survival Cut-Off Date, but shall not be obligated to engage a collection agency or take
legal action to collect any such amounts. Buyer shall be entitled to retain ten percent (10%) of
the Utility Bill Amounts that it collects for delivery to Seller hereunder. Seller shall have the
right to seek collection of any Utility Bill Amounts applicable to any period before the Close of
Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten
to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility Bill
Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly
delivered by Buyer to Seller (after deducting the 10% set forth above to which Buyer is entitled).




          11.4 Buyer shall be credited and Seller shall be charged with (but Seller shall retain as its
sole and separate property, notwithstanding any contrary provision in this Agreement) any security
deposits and advanced rentals in the nature of security deposits made by the lessees/licensees (the
"Tenants”) under the Leases, except to the extent the same have been applied in accordance with the
terms of said Leases (subject to the provisions of Paragraphs 21.3 and 22.22 below).
Notwithstanding the foregoing, to the extent any security deposits are in the form of a letter of
credit, Seller, at its sole cost and expense, will cooperate with Buyer to cause such letters of
credit to be reissued with Buyer as the named beneficiary thereof. After the Execution Date,
prior to any termination of this Agreement, Seller shall deliver written notice to Buyer prior to
any application of security deposits (without giving Buyer any approval rights).




          11.5 Rent and other income (including, without limitation, common area charges and operating
cost pass throughs) which has been collected as of the Proration Time shall be prorated.
Delinquent rent as of the Proration Time shall not be prorated. After the Close of Escrow, Buyer
and Seller shall apply all rent and income collected by them from the tenants under the Leases
(including, without limitation, common area charges and operating cost pass throughs), on a
Lease-by-Lease basis, first to rent or other charges first coming due for any period from
and after the Close of Escrow, which amount shall be retained by Buyer (or if received by Seller,
promptly delivered by Seller to Buyer); second to rent or other charges due for the month
in which the Closing Date occurs, which amount shall be apportioned between Buyer and Seller as of
the Close of Escrow as set forth in Paragraph 11.1; and third any remainder to
rents and other charges under the Leases for periods prior to the Close of Escrow, which amount,
less Buyer’s actual costs of collection, shall be promptly delivered by Buyer to Seller. Buyer
shall bill and use reasonable efforts to collect any such delinquent rent and other arrearages in
the ordinary course of business (and such delinquent rent




 









 






shall not be forgiven, reduced, deferred, delayed or suspended by Buyer) through the Survival
Cut-Off Date, but shall not be obligated to engage a collection agency or take legal action to
collect any such rent or other arrearages. Seller shall have the right to seek collection of any
delinquent rents or other income (including operating expense pass-throughs) applicable to any
period before the Close of Escrow from any Tenants who are in arrears as of the Closing Date, but
shall not have the right to evict Tenants or to terminate or threaten to terminate any such
Tenant’s Lease or right to possession of its premises.




     12. Disbursements and Other Actions by Escrow Holder. Provided that all of Buyer’s
and Seller’s conditions precedent to their respective obligations to complete the Close of Escrow
have been timely satisfied or waived in accordance with this Agreement, upon the Close of Escrow,
Escrow Holder shall promptly undertake all of the following in the manner and order set forth.



          12.1 Disburse Funds. Escrow Holder shall credit and/or charge all matters stated to
be credited or charged to a party in Paragraphs 3 and 10 and prorate all matters addressed
in Paragraph 11 based upon the Proration and Expense Schedule and disburse the Purchase
Price, as adjusted by such credits and prorations (together with all other items payable to Seller)
to Seller promptly upon the Close of Escrow and disburse remaining funds, if any, to Buyer as Buyer
may direct.




          12.2 Recording. Escrow Holder shall cause the Deed and any other documents which the
parties hereto may mutually direct, to be recorded in the Official Records and obtain conformed
copies thereof for distribution to Buyer and Seller.




          12.3 Documents to Seller. Escrow Holder shall disburse to Seller two (2) originals of
the Lease Assignment, two (2) originals of the General Assignment, two (2) originals of the Final
CRG Lease (for delivery to CRG), one (1) conformed copy of the Deed, and one (1) copy of any other
document deposited into Escrow by Buyer.




          12.4 Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA
Certificates, two (2) originals of the Lease Assignment, two (2) originals of the General
Assignment, two (2) originals of the Final CRG Lease, one (1) conformed copy of the Deed and one
(1) copy of any other document deposited into Escrow by Seller pursuant hereto.




          12.5 Title Company. Escrow Holder shall direct the Title Company to issue the Title
Policy to Buyer in accordance with the provisions of this Agreement.




     13. Representations and Warranties.



          13.1 Seller’s Representations and Warranties. In consideration of Buyer entering into
this Agreement and as an inducement to Buyer to buy the Property, Seller makes the following
representations and warranties as of the date hereof, each of which is material and is being relied
upon by Buyer. The phrase “to Seller’s knowledge” shall mean the actual current knowledge of Thomas
Ray (Managing Director of a Seller affiliate), and Neil Giles (Managing Director of another Seller
affiliate) without any undertaking or duty to undertake any independent investigation or inquiry;
provided, however, in no event shall either or both of Mr. Ray and/or Mr. Giles incur any personal
liability in connection herewith or otherwise, and in no event shall such affiliates incur any




 









 






liability in connection herewith or otherwise.




                13.1.1 Power. Seller has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the transaction contemplated by
this Agreement.



                13.1.2 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Seller in connection with entering into this Agreement and all
requisite action shall be taken by the Closing in connection with entering into the instruments
referenced herein and the consummation of the transaction contemplated by this Agreement. No
consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or
administrative body, governmental authority or other party is required for Seller to consummate the
transaction contemplated by this Agreement (that will not be obtained by Closing).



                13.1.3 Individual Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of Seller and the partners of Seller, if any, have the
legal power, right, and actual authority to bind Seller to the terms and conditions hereof and
thereof.



                13.1.4 No Conflict. Neither the execution and delivery of this Agreement and the
documents and instruments referenced herein, nor the incurrence of the obligations set forth
herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms
of this Agreement and the documents and instruments referenced herein conflict with or result in
the breach of any terms, conditions or provisions of, or constitute a default under, any bond,
note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan,
partnership agreement, Lease or other agreement or instrument to which Seller is a party or by
which the Property is bound.



                13.1.5 Bankruptcy. Seller has not (a) commenced a voluntary case, or had entered
against it a petition, for relief under any federal bankruptcy act or any similar petition, order
or decree under any federal or state law or statute relative to bankruptcy, insolvency or other
relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee,
administrator, conservator, liquidator, or similar official in any federal, state, or foreign
judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all
of its assets, or (c) made an assignment for the benefit of creditors.



                13.1.6 Litigation. To Seller’s knowledge, except as set forth on Schedule
13.1.6 attached hereto, (a) on the Execution Date, there are no pending legal actions or
proceedings relating to Seller or the Property, and (b) Seller has not, prior to the Execution
Date, received written notice of threatened legal actions or proceedings relating to Seller or the
Property. Seller further covenants that if Seller should receive notice of any such legal actions
or proceedings prior to the Closing Date, Seller will provide Buyer with copies of the notice
promptly following the receipt thereof by Seller.



                13.1.7 Hazardous Materials and Other Violations. To Seller’s knowledge, except as
set forth in the environmental documents listed on Schedule 13.1.7 attached hereto, Seller
has received no written notice prior to the Execution Date that the Property is in violation of any
federal, state or local governmental law, governmental ordinance or governmental regulation,



 









 






including, without limitation, those relating to industrial hygiene or to the environmental
conditions at, under or about the Property or the Improvements, including but not limited to, soil
and groundwater conditions. Seller further covenants that if Seller should receive any such notice
prior to the Closing Date, Seller will provide Buyer with copies thereof promptly following the
receipt thereof by Seller.



                13.1.8 Leases. To Seller’s knowledge, as of the Execution Date, (a) there are no
Leases affecting the Property under which the owner of the Property is landlord except as set forth
on the Rent Roll attached hereto as Exhibit J, and (b) except for the Crowell Allowance
(which is Buyer’s obligation under Paragraph 11.2 above), the costs set forth on
Schedule 11.2 attached hereto are the only leasing commissions and improvement allowances
currently outstanding on the Execution Date (for initial premises under such Leases for initial
Lease terms) and currently payable by the landlord under such Leases as of the Execution Date. To
Seller’s knowledge, true, correct and complete copies of the Leases currently in effect with
respect to the Property and set forth on the Rent Roll attached hereto as Exhibit J have
been delivered or made available to Buyer and, to Seller’s knowledge, are in full force and effect
on the Execution Date.



                13.1.9 Service Contracts. As of the Execution Date, the Service Contracts (as defined
in Paragraph 21.2 below) set forth on Exhibit I attached hereto are the only
Service Contracts affecting the Property which Seller is unable (or unwilling) to terminate prior
to the Close of Escrow and which must be assumed by Buyer upon the Close of Escrow. True, correct
and complete copies of such Service Contracts set forth on Exhibit I attached hereto have
been delivered or made available to Buyer and, to Seller’s knowledge, are (a) in full force and
effect on the Execution Date and (b) without default by any party which remains uncured as of the
Execution Date.



                13.1.10 OFAC. Seller is not an individual, corporation, partnership, joint venture,
association, joint stock company, trust, trustee, estate, limited liability company, unincorporated
organization, real estate investment trust, government or any agency or political subdivision
thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen,
entity organized under the laws of the United States or its territories or entity having its
principal place of business within the United States or any of its territories (collectively, a
“U.S. Person”) is prohibited from transacting business of the type contemplated by this Agreement,
by reason of a prohibition arising under United States law, regulation, executive orders or lists
published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”)
(including those executive orders and lists published by OFAC with respect to Persons that have
been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S.
Persons may not transact business or must limit their interactions to types approved by OFAC
[“Specially Designated Nationals and Blocked Persons”]).



                13.1.10 Prohibited Person. Neither Seller, nor to Seller’s knowledge, any Person who
owns a direct interest in Seller (collectively, a “Seller Person”) is now nor shall be at any time
until Closing a Person with whom a U.S. Person, including a United States Financial Institution as
defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from
transacting business of the type contemplated by this
Agreement, by reason of a prohibition arising under United States law, regulation, executive
orders and lists published by the OFAC (including those executive orders and lists published by
OFAC with respect to Specially



 









 






Designated Nationals and Blocked Persons).



                13.1.11 Patriot Act. Neither Seller nor, to the knowledge of Seller, any Seller Party
is known by Seller (i) to be under investigation by any governmental authority for, or has been
charged with, or convicted of, money laundering, drug trafficking, terrorist related activities,
any crimes which in the United States would be predicate crimes to money laundering, or any
violation of any Anti Money Laundering Laws (as defined herein); (ii) to have been assessed civil
or criminal penalties under any Anti-Money Laundering Laws; or (iii) to have had any of its funds
seized or forfeited in any action under any Anti Money Laundering Laws. For purposes of this
Section, the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state
and federal, criminal and civil, (x) that by the terms or provisions thereof apply to Seller or any
Seller Party, and (y) which: (1) limit the use of and/or seek the forfeiture of proceeds from
illegal transactions; (2) limit commercial transactions with designated countries or individuals
believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the
interests of the United States; (3) require identification and documentation of the parties with
whom a Financial Institution conducts business; or (4) are designed to disrupt the flow of funds to
terrorist organizations. Such laws, regulations and sanctions shall be deemed to include Title III
of the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31
U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq.,
the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction
regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and
detection of money laundering in 18 U.S.C. Sections 1956 and 1957, in each case to the extent only
that the provisions of the foregoing laws, rules or regulations apply to Seller or any Seller
Party.



          After the Closing Date, Seller agrees to cooperate reasonably
with Buyer, and to cause each Seller Party to cooperate reasonably with Buyer, in providing such
additional information and documentation, to the extent in Seller’s or such Seller Party’s
possession or control, on Seller’s and each Seller Party’s legal or beneficial ownership, policies,
procedures and sources of funds, as Buyer reasonably requests to enable Buyer to comply with
Anti-Money Laundering Laws as now in existence or hereafter amended.




     The representations and warranties of Seller set forth in this Paragraph 13.1 shall
survive the Close of Escrow through the Survival Cut-Off Date, but not thereafter, it being the
intention of the parties that all suits or actions for breach of any such representations and
warranties must be filed (if at all) in a court of competent jurisdiction, on or before the
Survival Cut-Off Date, or they shall be forever barred and Buyer hereby waives any right to bring
any such claim or action thereafter. Notwithstanding the foregoing, if, prior to the Close of
Escrow, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or
circumstance which renders a representation or warranty of Seller set forth herein incorrect or
untrue in any material respect (collectively, the “Representation Matter”), then the party who has
learned, discovered or become aware of such Representation Matter shall promptly give written
notice thereof to the other party. If, prior to the Close of Escrow, Buyer learns, discovers or is
made aware of a Representation Matter, then Buyer shall have the right, as its sole and exclusive
remedy, to terminate this Agreement and obtain a refund of the Deposit from Escrow Holder (to the
extent theretofore deposited by Buyer with Escrow Holder) by providing written notice thereof to Seller no later than five (5)
business days after Buyer learns, discovers or is made aware of such Representation Matter. Upon
such termination, neither party hereunder shall have any further obligations or liabilities under
this



 









 






Agreement except as specifically set forth herein. If Buyer learns, discovers or is made
aware of a Representation Matter prior to the Close of Escrow and Buyer does not timely terminate
this Agreement as a result of such Representation Matter, then Seller’s representations and
warranties shall be automatically limited to account for the Representation Matter (an “Accepted
Representation Matter”), Buyer shall be deemed to have waived Buyer’s right to pursue any remedy
for breach of the representation or warranty made untrue on account of such Accepted Representation
Matter, and the parties shall proceed to the Close of Escrow, subject to the remaining terms of
this Agreement. For purposes of this paragraph, Buyer shall only be deemed to have learned,
discovered or to have been made aware of a Representation Matter if any of the following
individuals learn, discover, are notified or have been made aware of the applicable matter:
Douglas H. Metzler and Colin P. Shepherd. Notwithstanding the foregoing, if such Representation
Matter constitutes a default with respect to another obligation under this Agreement (pursuant to
the express terms of this Agreement), other than just a breach of a representation or warranty
under this Paragraph 13.1, then in lieu of termination of this Agreement pursuant to the
foregoing provision, Buyer may exercise its rights under, but subject to, Paragraph 15.2
below.



          13.2 Buyer’s Representations and Warranties. In consideration of Seller entering into
this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following
representations and warranties, as of the date hereof and as of the Closing Date, each of which is
material and is being relied upon by Seller. The representations and warranties of Buyer set forth
in this Paragraph 13.2 shall survive the Close of Escrow through the Survival Cut-Off Date
and shall not be merged with the Deed.




                13.2.1 Power. Buyer has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein, and to consummate the transaction contemplated by
this Agreement.



                13.2.2 Requisite Action. All requisite action (corporate, trust, partnership or
otherwise) has been taken by Buyer in connection with entering into this Agreement and all
requisite action shall be taken by the Closing in connection with entering into the instruments
referenced herein and the consummation of the transaction contemplated by this Agreement. By the
Close of Escrow no additional consent of any partner, shareholder, trustee, trustor, beneficiary,
creditor, investor, judicial or administrative body, governmental authority or other party shall be
required for Buyer to consummate the transaction contemplated by this Agreement (that will not be
obtained by Closing).



                13.2.3 Individual Authority. The individuals executing this Agreement and the
instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority
to bind Buyer to the terms and conditions hereof and thereof.



                13.2.4 No Conflict. Neither the execution and delivery of this Agreement and the
documents and instruments referenced herein, nor the incurrence of the obligations set forth
herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms
of this Agreement and the documents and instruments referenced herein conflict with or result in
the material breach of any terms, conditions or provisions of, or constitute a default under, any
bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust,
loan, partnership agreement, Lease or other agreement or instrument to which Buyer is a party.



 









 





                13.2.5 Bankruptcy. Buyer has not (a) commenced a voluntary case, or had entered
against it a petition, for relief under any federal bankruptcy act or any similar petition, order
or decree under any federal or state law or statute relative to bankruptcy, insolvency or other
relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee,
administrator, conservator, liquidator, or similar official in any federal, state, or foreign
judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all
of its assets, or (c) made an assignment for the benefit of creditors.



                13.2.6 ERISA. With respect to each source of funds to be used by it to purchase the
Property (respectively, the “Source”), at least one of the following statements shall be accurate
as of the Closing Date: (i) the Source does not include the assets of (A) an “employee benefit
plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), which is subject to Title I of ERISA, or (B) a “plan” as defined in Section 4975(a) of
the Internal Revenue Code of 1986, as amended (“Code”), or (ii) the Source includes the assets of
(A) an “employee benefit plan” as defined in Section 3(3) of ERISA or (B) a “plan” as defined in
Section 4975 of the Code (each of which has been identified to the Seller in writing pursuant to
this Section 4.3 at least ten (10) business days prior to the Closing Date), but the use of such
Source to purchase the Property will not result in a nonexempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code.



                13.2.7 OFAC. Buyer is not an individual, corporation, partnership, joint venture,
association, joint stock company, trust, trustee, estate, limited liability company, unincorporated
organization, real estate investment trust, government or any agency or political
subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a
United States citizen, entity organized under the laws of the United States or its territories or
entity having its principal place of business within the United States or any of its territories
(collectively, a “U.S. Person”) is prohibited from transacting business of the type contemplated by
this Agreement, by reason of a prohibition arising under United States law, regulation, executive
orders or lists published by the Office of Foreign Assets Control, Department of the Treasury
(“OFAC”) (including those executive orders and lists published by OFAC with respect to
Persons that have been designated by executive order or by the sanction regulations of OFAC as
Persons with whom U.S. Persons may not transact business or must limit their interactions to types
approved by OFAC [“Specially Designated Nationals and Blocked Persons”]).



                13.2.8 Prohibited Person. Neither Buyer nor, to Buyer’s knowledge, any Person who
owns a direct interest in Buyer (collectively, a “Buyer Party”) is now nor shall be at any time
until Closing a Person with whom a U.S. Person, including a United States Financial Institution as
defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from
transacting business of the type contemplated by this Agreement, by reason of a prohibition arising
under United States law, regulation, executive orders and lists published by the OFAC (including
those executive orders and lists published by OFAC with respect to Specially Designated Nationals
and Blocked Persons).



                13.2.9 Buyer’s Funds. Buyer has no reason to believe that the funds used to pay to
Seller the Purchase Price have been derived from unlawful activities or in violation of applicable
anti-money laundering laws and regulations.



                13.2.10 Patriot Act. Neither Buyer nor, to the knowledge of Buyer, any



 









 






Buyer Party,
nor any Person providing funds to Buyer, is known by Buyer (i) to be under investigation by any
governmental authority for, or has been charged with, or convicted of, money laundering, drug
trafficking, terrorist related activities, any crimes which in the United States would be predicate
crimes to money laundering, or any violation of any Anti Money Laundering Laws (as defined herein);
(ii) to have been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or
(iii) to have had any of its funds seized or forfeited in any action under any Anti Money
Laundering Laws. For purposes of this Section, the term “Anti-Money Laundering Laws” shall mean
laws, regulations and sanctions, state and federal, criminal and civil, (x) that by the terms or
provisions thereof apply to Buyer or any Buyer Party, and (y) which: (1) limit the use of and/or
seek the forfeiture of proceeds from illegal transactions; (2) limit commercial transactions with
designated countries or individuals believed to be terrorists, narcotics dealers or otherwise
engaged in activities contrary to the interests of the United States; (3) require identification
and documentation of the parties with whom a Financial Institution conducts business; or (4) are
designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and
sanctions shall be deemed to include Title III of the USA PATRIOT Act of 2001, Pub. L. No. 107-56
(the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the
Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50
U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the
OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C.
Sections 1956 and 1957, in each case to the extent only that the provisions of the foregoing laws,
rules or regulations apply to Buyer or any Buyer Party. After the Closing Date, Buyer agrees to
cooperate reasonably with Seller, and to cause each Buyer Party to cooperate reasonably with
Seller, in providing such additional information and documentation, to the extent in Buyer’s or
such Buyer Party’s possession or control, on Buyer’s and each Buyer Party’s legal or beneficial
ownership, policies, procedures and sources of funds, as Seller reasonably requests to enable
Seller to comply with Anti-Money Laundering Laws as now in existence or hereafter amended.



          13.3 As-Is. AS A MATERIAL INDUCEMENT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY SELLER AND THE PERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS HEREUNDER, BUYER DOES HEREBY
ACKNOWLEDGE, REPRESENT, WARRANT AND AGREE, TO AND WITH SELLER, THAT, EXCEPT AS EXPRESSLY SET FORTH
IN PARAGRAPH 13.1, FOR THE DURATION THEREOF, AND EXCEPT FOR THE INDEMNIFICATIONS MADE BY
SELLER IN THE LEASE ASSIGNMENT AND GENERAL ASSIGNMENT, EACH FOR THE DURATION THEREOF, AND EXCEPT
FOR ANY EXPRESS COVENANT MADE BY SELLER UNDER THIS AGREEMENT THAT IS EXPRESSLY STATED IN THIS
AGREEMENT TO SURVIVE THE CLOSE OF ESCROW (A) BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS”
CONDITION AS OF THE DATE OF THE CLOSE OF ESCROW WITH RESPECT TO ANY FACTS, CIRCUMSTANCES,
CONDITIONS AND DEFECTS; (B) SELLER HAS NO OBLIGATION TO REPAIR OR CORRECT ANY SUCH FACTS,
CIRCUMSTANCES, CONDITIONS OR DEFECTS OR COMPENSATE BUYER FOR SAME; (C) BY THE CLOSE OF ESCROW,
BUYER SHALL
HAVE UNDERTAKEN ALL SUCH PHYSICAL AND OTHER INSPECTIONS AND EXAMINATIONS OF THE PROPERTY AS
BUYER DEEMS NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES, AND THAT BASED UPON SAME, BUYER IS
AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND
COUNSEL OF ITS AGENTS AND OFFICERS, AND BUYER IS AND

 









 







WILL BE FULLY SATISFIED THAT THE PURCHASE
PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY; (D) NEITHER SELLER NOR ANY
REPRESENTATIVE, MEMBER, AGENT, EMPLOYEE, MANAGER, BROKER, PRINCIPAL, PARTNER, AFFILIATE OR
CONSULTANT OF SELLER IS MAKING OR HAS MADE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO ALL OR
ANY PART OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, ANY MATTERS CONTAINED IN DOCUMENTS MADE
AVAILABLE OR DELIVERED TO BUYER IN CONNECTION WITH THIS AGREEMENT) AS AN INDUCEMENT TO BUYER TO
ENTER INTO THIS ESCROW AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY OTHER PURPOSE, AND BUYER
HEREBY EXPRESSLY DISCLAIMS (ON BEHALF OF ITSELF AND ANY PARTY AFFILIATED WITH OR RELATED TO BUYER)
ANY AND ALL REPRESENTATIONS AND WARRANTIES; AND (E) BY REASON OF ALL OF THE FOREGOING, EXCEPT AS
HEREINAFTER EXPRESSLY SET FORTH TO THE CONTRARY, BUYER SHALL ASSUME THE FULL RISK OF ANY LOSS OR
DAMAGE OCCASIONED BY ANY FACT, CIRCUMSTANCE, CONDITION OR DEFECT PERTAINING TO THE PROPERTY,
INCLUDING WITHOUT LIMITATION THE PRESENCE OF ANY ASBESTOS CONTAINING MATERIAL, HAZARDOUS, TOXIC OR
RADIOACTIVE WASTE, SUBSTANCE OR MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY, AND BUYER HEREBY
EXPRESSLY AND UNCONDITIONALLY WAIVES AND RELEASES SELLER AND ALL OF ITS PARENTS, MEMBERS,
SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES, AND
THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS AND EACH OF THEM (INDIVIDUALLY AND COLLECTIVELY, THE
"RELEASED PARTIES”) FROM ANY AND ALL RIGHTS AND CLAIMS AGAINST SELLER AND/OR THE RELEASED PARTIES
WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE CONDITION, VALUATION, MARKETABILITY
OR UTILITY OF THE PROPERTY (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF BUYER UNDER THE STATE OR
FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS AMENDED FROM TIME
TO TIME, OR SIMILAR LAWS). BUYER ACKNOWLEDGES AND AGREES THAT THE FOREGOING WAIVER AND RELEASE
INCLUDES ALL RIGHTS AND CLAIMS OF BUYER AGAINST SELLER PERTAINING TO THE PROPERTY, WHETHER
HERETOFORE OR NOW EXISTING OR HEREAFTER ARISING, OR WHICH COULD, MIGHT, OR MAY BE CLAIMED TO EXIST,
OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR
UNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH, WHICH IN ANY WAY ARISE OUT OF, OR
ARE CONNECTED WITH, OR RELATE TO, THE PROPERTY. THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS
PRESENTLY UNAWARE OF WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER,
WOULD MATERIALLY AFFECT BUYER’S RELEASE TO SELLER. IN CONNECTION AND TO THE EXTENT PERMITTED BY
LAW, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL
MATTERS NOW UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER
GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES
AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES,
REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON
IN LIGHT OF THAT REALIZATION AND THAT




 









 






BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND
ACQUIT SELLER AND THE RELEASED PARTIES FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS,
DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN, THIS RELEASE BY BUYER SHALL NOT APPLY TO ANY CLAIMS MADE BY UNAFFILIATED THIRD
PARTIES (INCLUDING GOVERNMENTAL AUTHORITIES) AGAINST BUYER OR ITS SUCCESSORS, ASSIGNS, AGENTS OR
AFFILIATES FOR CLAIMS BY SUCH THIRD PARTIES TO THE EXTENT CAUSED BY THE FOLLOWING, BUT ONLY TO THE
EXTENT RELEASED IN, ON, UNDER OR




 









 






ABOUT THE PROPERTY BY SELLER DURING SELLER’S OWNERSHIP OF THE PROPERTY: ASBESTOS CONTAINING
MATERIAL, OR HAZARDOUS, TOXIC OR RADIOACTIVE WASTE, SUBSTANCES OR MATERIALS.




          Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which
provides as follows:





	 	 	 	"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.”





	 	 	 
	 
	 
	Buyer’s Initials






     14. Inspections. This Paragraph 14 shall not affect the non-refundable nature
of the Deposit, as set forth in Paragraph 3.1 above, and Buyer shall have no right to
terminate this Agreement as a result of any matters in this Paragraph 14. From and after
the Opening of Escrow through the earlier of the termination of this Agreement or the Close of
Escrow, Buyer, its agents, consultants, contractors and subcontractors shall have the right to
enter upon the Property to conduct or make any and all non-intrusive and non-invasive inspections
and tests as they deem to be necessary or desirable, subject to the rights of any tenants or
occupants of the Property and the limitations set forth below in this Paragraph 14.
Buyer’s right to conduct physical sampling of all or any part of the Property (including, without
limitation, any “Phase II” environmental assessment, but excluding any non-invasive, non-intrusive
mold and indoor air quality sampling or testing) shall be subject to: (a) the prior written
approval of Seller, which Seller may withhold or condition in its sole discretion, (b) Seller’s
receipt of written evidence that Buyer has procured the insurance required pursuant to this
Paragraph 14, and (c) the requirement that Buyer dispose of all such test samples in
accordance with applicable law and at no cost or liability to Seller. Nothing herein shall
authorize any subsurface testing or drilling on the Property by Buyer or its environmental
consultant unless specifically approved in writing by Seller, which Seller may condition or deny in
its sole and absolute discretion. Buyer shall obtain or cause its consultants to obtain (and
provide evidence to Seller), at Buyer’s sole cost and expense, prior to commencement of any
activities on the Property, a customary policy of commercial general liability insurance naming
Buyer and Seller with respect to or arising out of any investigative activities by, for or on
behalf of Buyer. Such policy of insurance shall name Seller as an additional insured and shall be
kept and maintained in force on an occurrence basis during the term of this Agreement. Such policy
of insurance shall have liability limits of not less than Two Million Dollars ($2,000,000.00)
combined single limit per occurrence for bodily injury, personal injury and property damage
liability. Additionally, from and after the date hereof, through the Close of Escrow or earlier
termination of this Agreement, upon reasonable prior notice to Seller, Buyer may perform
reasonable customary tenant interviews at the Property, subject to



 









 






the consent of the applicable tenants and the rights of the applicable tenants. All tenant
interviews shall be coordinated and scheduled through a representative of Seller, as such
representative is designated by Seller, and Buyer shall not contact tenants directly to arrange
tenant interviews; Seller shall have the right to have a representative(s) of Seller present at all
tenant interviews.



     Buyer may, on at least one (1) business days’ notice to Seller, during Seller’s normal
business hours, review, and make copies of, any documents (other than the Excluded Materials [as
defined below]) relating to the physical or environmental condition of the Property, Leases of
tenants at the Property, Seller’s files of tenants at the Property and service contracts for the
Property that are located at Seller’s offices or at the offices of Seller’s property manager for
the Property or that are made available via the Internet or other on-line system for Buyer’s review
(all such documents available for Buyer’s review that are located at the offices of Seller or at
the offices of Seller’s property manager or available via the Internet or other on-line system, are
collectively referred to as the “Materials”). Without limitation, Buyer acknowledges its receipt
of all documents to which Buyer is provided access via the Internet or other on-line system.
Except as may be expressly set forth in this Agreement to the contrary, Seller makes no
representations or warranties of any kind whatsoever to Buyer as to the accuracy or completeness of
the content of the Materials or any other information delivered to or made available to Buyer
pursuant to this Agreement, and Seller shall not have any liability or responsibility to Buyer with
respect to the accuracy or completeness of any of the Materials or other information or based upon
or arising out of any use Buyer may make of the Materials or other information. For purposes of
this Agreement, the term “Excluded Materials” shall mean any appraisals, valuations, other offers
or agreements relating to the acquisition or sale of the Property, economic evaluations of the
Property, reports regarding the Property prepared by Seller or any affiliate of Seller for the
internal use or for the information of the investors in Seller, privileged information and any
other proprietary information not relating to the physical or environmental condition of the
Property or the Leases. Buyer acknowledges that it has no right to review any of the Excluded
Materials.



     Buyer hereby agrees to provide to Seller, without representation or warranty, concurrently
with the delivery to Buyer, a true and complete copy of all tests, reports, studies and the like
generated by such vendor in connection with Buyer’s inspection of the Property. Furthermore, if
the Close of Escrow does not occur on or prior to the Closing Date and Seller is not then in
default under this Agreement, Buyer shall promptly, upon its receipt, deliver to Seller, at no cost
or expense to Seller, without representation or warranty, a copy of all third-party tests, reports,
analysis and the like, excluding financial analysis or other proprietary information, obtained
and/or prepared for Buyer by third parties pursuant to the provisions of this Paragraph 14.
 Buyer shall keep all documents and information received from Seller and/or its agents and the
results of all of its inspections, studies, investigations, analysis, reports and the like
confidential except as required by law and except for disclosures made to Buyer’s agents,
consultants and employees or disclosures otherwise permitted under Paragraph 22.18 below.
Buyer hereby indemnifies, defends and holds the Property, Seller and their respective officers,
members, partners, directors, shareholders, participants, affiliates, managers, representatives,
invitees, agents and contractors free and harmless from and against any and all claims, costs,
losses, liabilities, damages and expenses arising out of or resulting from entry or activities by
Buyer, its representatives, agents, members, affiliates, partners, employees, consultants,
contractors or subcontractors, and/or arising out of or resulting from any



 









 






activities by or on behalf of Buyer under this Paragraph 14, but excluding the mere
discovery (as opposed to release, handling, disturbance or exacerbation) of any pre-existing
condition on the Property, including the mere discovery of hazardous materials on the Property.
Additionally, Buyer shall, at its sole cost and expense, immediately repair any and all damage
arising out of or resulting from such entry and any acts or omissions by Buyer, its
representatives, agents, members, affiliates, partners, employees, consultants, contractors or
subcontractors, and/or arising out of or resulting from any activities by or on behalf of Buyer
under this Paragraph 14, and shall immediately, at its sole cost and expense, in a manner
reasonably acceptable to Seller, repair and restore the Property to the condition that existed
immediately prior to such entry by Buyer, representatives, agents, members, affiliates, partners,
employees, consultants, contractors or subcontractors, and/or immediately prior to any activities
by or on behalf of Buyer under this Paragraph 14. Buyer may, without Seller’s consent,
obtain from governmental entities publicly available factual information that would otherwise be
available to the general public absent this Agreement and the transaction contemplated hereby;
provided, further however, Buyer shall notify Seller at least one (1) business day prior to
contacting any governmental agencies (and Seller and its representatives shall have the right to
attend any and all meetings between Buyer (or any representative of Buyer) and any governmental
entity or representative). Buyer shall keep the Property free and clear of any mechanics’ liens or
materialmen’s liens related to Buyer’s inspection and other activities. All of Buyer’s
obligations set forth in this Paragraph 14 shall survive the Close of Escrow and shall not
be merged with the Deed, and shall survive the termination of this Agreement and Escrow prior to
the Close of Escrow, and shall not be limited by any provision of this Agreement.



     If this Agreement is terminated (or deemed terminated) as provided in this Agreement, Buyer
shall promptly deliver to Seller or destroy all original copies of the Materials provided by Seller
to Buyer and copies of all other documents prepared by or for Buyer that pertain to the Property.



     15. Enforcement and Legal Fees.



          15.1 BUYER’S DEFAULT. IN THE EVENT THE PURCHASE AND SALE OF THE PROPERTY AS PROVIDED
IN THIS AGREEMENT ARE NOT CONSUMMATED BECAUSE OF A MATERIAL DEFAULT OF BUYER UNDER THIS AGREEMENT,
SELLER SHALL BE ENTITLED, AS SELLER’S SOLE REMEDY (EXCEPT AS EXPRESSLY PROVIDED IN THE LAST
SENTENCE OF THIS PARAGRAPH), TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT THERETOFORE
DEPOSITED BY BUYER WITH ESCROW HOLDER AS LIQUIDATED DAMAGES AND SELLER SHALL BE RELEASED FROM ITS
OBLIGATION TO SELL THE PROPERTY (OR ANY PORTION THEREOF) TO BUYER. BUYER AND SELLER AGREE THAT IT
WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE
EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN
PROVIDED. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT
THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S DEFAULT OR BREACH HEREUNDER IS AN AMOUNT OF MONEY
EQUAL TO THE DEPOSIT THERETOFORE DEPOSITED BY BUYER WITH ESCROW HOLDER WHICH SHALL BE THE FULL,




 









 






AGREED AND LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES
IS NOT INTENDED AS A FORFEITURE OR PENALTY [WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS
3275 OR 3369], BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER [PURSUANT TO CALIFORNIA
CIVIL CODE SECTIONS 1671, 1676 AND 1677]. THE FOREGOING SHALL NOT LIMIT SELLER’S REMEDIES WITH
RESPECT TO BUYER’S OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ITS INDEMNIFICATION OBLIGATIONS)
UNDER PARAGRAPHS 14 AND 17 OF THIS AGREEMENT AND THE PROVISIONS SET FORTH IN PARAGRAPH
18 BELOW.




	 	 	 
	 	 	 
	 
	 	 
	SELLER’S INITIALS
	 	BUYER’S INITIALS






          15.2 SELLER’S DEFAULT. IN THE EVENT THE PURCHASE AND SALE OF THE PROPERTY AS PROVIDED
IN THIS AGREEMENT ARE NOT CONSUMMATED BECAUSE OF A MATERIAL DEFAULT BY SELLER UNDER THIS AGREEMENT,
THEN BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, EITHER
(A) TO TERMINATE THIS AGREEMENT AND RECOVER FROM ESCROW HOLDER BUYER’S DEPOSIT THERETOFORE
DEPOSITED BY BUYER WITH ESCROW HOLDER AND ITS ACTUAL, REASONABLE OUT-OF-POCKET THIRD PARTY COSTS
AND EXPENSES PAID TO UNAFFILIATED THIRD PARTIES INCURRED IN PERFORMING ITS DUE DILIGENCE UNDER THIS
AGREEMENT AND ITS NEGOTIATION OF THIS AGREEMENT, WHICH RECOVERY, IF ANY, OF AMOUNTS (OTHER THAN THE
DEPOSIT ITSELF) UNDER THIS SUBSECTION (A) SHALL NOT EXCEED AN AGGREGATE OF TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000); SUCH RECOVERY OF THE DEPOSIT AND SUCH EXPENSES SHALL OPERATE TO
TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL OTHER LIABILITY UNDER THIS AGREEMENT
OTHER THAN SELLER’S INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH 17 OF THIS AGREEMENT AND
THE ATTORNEYS’ FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW, OR (B) IN LIEU OF
TERMINATING THIS AGREEMENT AND SO RECOVERING, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC
PERFORMANCE OF SELLER’S OBLIGATION TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT WITHOUT RIGHT TO ANY DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, BUT ONLY IF BUYER
FILES SUCH SPECIFIC PERFORMANCE ACTION (IN ACCORDANCE WITH APPLICABLE LAWS), IF AT ALL, WITHIN
FORTY-FIVE (45) DAYS FOLLOWING THE SCHEDULED CLOSING DATE. OTHER THAN WITH RESPECT TO SELLER’S
OBLIGATION TO TRANSFER THE PROPERTY TO BUYER UPON THE CLOSE OF ESCROW, SUBJECT TO AND IN ACCORDANCE
WITH THIS AGREEMENT, THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO ENFORCE ANY OTHER
OBLIGATION OF SELLER HEREUNDER. OTHER THAN AS MAY BE EXPRESSLY PROVIDED HEREIN TO THE CONTRARY,
BUYER EXPRESSLY WAIVES ITS RIGHTS TO SEEK DAMAGES IN THE EVENT OF SELLER’S DEFAULT HEREUNDER.
NOTWITHSTANDING THE FOREGOING, IF BUYER TIMELY FILES AN ACTION FOR SPECIFIC PERFORMANCE IN
ACCORDANCE HEREWITH, BUYER SHALL ALSO HAVE THE RIGHT TO RECORD A LIS PENDENS OR A NOTICE OF
PENDENCY OF ACTION AGAINST ALL OF ANY PORTION OF




 









 






THE PROPERTY, BUT ONLY IN CONNECTION AND CONCURRENTLY WITH THE TIMELY FILING OF SUCH SPECIFIC
PERFORMANCE ACTION (AND ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAWS IN CONNECTION WITH ANY SUCH
SPECIFIC PERFORMANCE ACTION), AND NOT OTHERWISE.




	 	 	 
	 	 	 
	 
	 	 
	SELLER’S INITIALS
	 	BUYER’S INITIALS






     16. Notices. Any notice, demand, consent, approval, request, or other communication
or document to be provided hereunder to a party hereto shall be in writing and shall be given to
such party at its address or telecopy number set forth in the Basic Provisions or such other
address or telecopy number as such party may hereafter specify for that purpose by notice to the
other party. Each such notice, request, or communication shall, for all purposes, be deemed given
and received (a) if given by telecopy, when such telecopy is transmitted to the telecopy number
specified in the Basic Provisions during normal business hours (i.e. 8:00 a.m. to 5:00 p.m. Pacific
Standard Time) and confirmation of receipt is received during normal business hours, (b) if hand
delivered, upon receipt (c) if given by a recognized overnight delivery service, the day on which
such notice, request, or other communication is actually received, or (d) or if given by certified
mail, return receipt requested, postage prepaid, two (2) days after it is posted with the United
States Postal Service, to the addresses specified in the Basic Provisions. Notices by electronic
mail shall not be permitted.



     Notice of change of address shall be given by written notice in the manner detailed in this
Paragraph 16. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent.



     17. Brokers. Upon the Close of Escrow (but not otherwise), Buyer shall pay a real
estate brokerage commission in the amount of $1,355,000.00 to the Broker set forth in the Basic
Provisions with respect to this transaction in accordance with Buyer’s separate agreement with
Broker. It is understood that Buyer has assumed the responsibility to pay such Broker at the
Closing if the purchase by Buyer of the Property pursuant to this Agreement occurs, and Seller
shall have no obligation with respect thereto. Each party represents and warrants that, except for
the Broker set forth in the Basic Provisions, there are no brokers or finders representing either
party in connection with this Agreement, and each party hereto agrees to indemnify, defend and hold
harmless the other party from and against any and all losses, liens, claims, judgments,
liabilities, costs, expenses and damages (including reasonable attorneys’ fees and court costs) of
any kind of character arising out of or resulting from any agreement, arrangement or understanding
(except as set forth above with respect to the Broker set forth in the Basic Provisions) alleged to
have been made by such party or on its behalf with any broker or finder in connection with this
Agreement or the transaction contemplated under this Agreement. The preceding sentence shall
survive the Close of Escrow (and shall not be merged with the Deed) or the earlier termination of
this Agreement.



     18. Legal Fees. If either Buyer or Seller brings any action, arbitration or suit
against the other for any matter relating to or arising out of this Agreement, then the prevailing
party in such action or dispute, whether by final judgment or settlement, shall be entitled to
recover from the other party all costs and expenses of suit, including reasonable attorneys’ fees.
Any judgment or order



 









 






entered in any final judgment shall contain a specific provision providing for the recovery of
all costs and expenses of suit, including actual attorneys’ fees incurred in enforcing, perfecting
and executing such judgment. For the purposes of this paragraph, such costs shall include, without
limitation, in-house and outside attorneys’ fees, costs and expenses. This Paragraph 18
shall survive the Close of Escrow (and shall not be merged with the Deed) or the earlier
termination of this Agreement.



     19. Assignment. Buyer may not assign, transfer or convey its rights or obligations
under this Agreement at any time without the prior written consent of Seller, which shall not be
unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Buyer may assign
this Agreement to an “Affiliate” (as defined below) without the requirement of obtaining Seller’s
prior written consent (but Buyer shall nevertheless provide at least 5 business days’ prior written
notice to Seller with respect to any such assignment, and such assignment shall not occur later
than ten (10) business days prior to the Closing Date). For purposes of this Paragraph 19,
the term “Affiliate” means an entity that controls, is controlled by or is under common control
with the Buyer. The term “control” means the power to direct the management of such entity through
voting rights, ownership or contractual obligations. Notwithstanding any permitted assignment by
Buyer (including, without limitation, to any Affiliate), no assignment shall release Buyer from any
of its obligations hereunder, and any permitted assignment by Buyer shall require the full
assumption by the assignee (on a joint and several basis) of all of Buyer’s obligations hereunder,
and an assignment and assumption agreement reasonably acceptable to Seller (including, without
limitation, with respect to any assignment to any Affiliate) must be delivered to Seller at least
five (5) business days prior to the Closing.



     20. Damage or Destruction, Condemnation, Insurance.



          20.1 Condemnation. If at any time prior to the Close of Escrow any “material” portion
of the Property is condemned or taken by eminent domain proceedings by any public authority, then
at Buyer’s option, to be exercised within ten (10) days after receipt of notice from Seller of such
taking, this Agreement shall terminate, and the Deposit theretofore deposited by Buyer with Escrow
Holder shall be promptly returned to Buyer by Escrow Holder, and except as expressly set forth
herein, neither party shall have any further liability or obligation to the other hereunder. As
used in this Paragraph 20.1, the term “material” shall mean a taking which materially and
adversely affects the value or operations of the Property and adversely affects the value of the
Property (including any loss of access, rentable are of the Improvements or any parking spaces or
rights) by more than two percent (2%) of the Purchase Price. Seller shall give Buyer written notice
of any taking promptly after Seller obtains knowledge thereof. If Buyer does not timely notify
Seller in writing of its election to terminate this Agreement, Buyer shall be deemed to have
elected not to terminate this Agreement. If Buyer elects or is deemed to have elected not to
terminate this Agreement, the parties shall proceed to the Close of Escrow without a reduction in
the Purchase Price and all condemnation proceeds paid or payable to Seller together with the rights
of Seller to seek the same shall, upon the Close of Escrow, belong to Buyer and shall be paid over
and assigned to Buyer at the Close of Escrow. Seller shall have no obligation to make any repairs
to the Property in the event of a condemnation.




          20.2 Damage and Destruction. If at any time prior to the Close of Escrow any
“material” portion of the Property is destroyed or damaged as a result of fire or any other
casualty whatsoever, then at Buyer’s option, to be exercised within ten (10) days after receipt of
notice from




 









 






Seller of such destruction or damage, this Agreement shall terminate, the Deposit theretofore
deposited by Buyer with Escrow Holder shall be promptly returned to Buyer by Escrow Holder, and
except as expressly set forth herein, neither party shall have any further liability or obligation
to the other hereunder. If Buyer does not timely notify Seller in writing of its election to
terminate this Agreement, Buyer shall be deemed to have elected not to terminate this Agreement.
For purposes hereof, the term “material” shall be deemed to be a damage or destruction in excess of
two percent (2%) of the Purchase Price. If less than a material portion of the Property is damaged
or destroyed or if a material portion is damaged or destroyed and Buyer elects or is deemed to have
elected not to terminate this Agreement, the parties shall proceed to the Close of Escrow without
reduction in the Purchase Price other than by the amount of the deductible under Seller’s insurance
policy and all insurance proceeds paid or payable to Seller as a result of such casualty shall,
upon the Close of Escrow, belong to Buyer and shall be paid over and assigned to Buyer at the Close
of Escrow. Notwithstanding the foregoing, in the event any such damage or destruction of less than
a material portion of the Property is not fully covered by Seller’s insurance policies then in full
force and effect (the proceeds of which are assignable to Buyer hereunder), Seller shall, as
Buyer’s sole and exclusive remedy, by written notice to Buyer, elect to either (A) provide a credit
to Buyer against the Purchase Price at the Close Of Escrow equal to the estimated cost to repair
any such non-material damage or destruction, but only to the extent of the insufficiency in
insurance proceeds available to Buyer in connection therewith, or (B) treat such damage/destruction
as “material” under this Paragraph 20.2, in which event, the provisions of this
Paragraph 20.2 with respect to “material” damage/destruction (including Buyer’s termination
rights and the right to receive a refund of the Deposit theretofore deposited by Buyer with Escrow
Holder) shall apply thereto. Seller shall have no obligation to make any repairs to the Property in
the event of a damage or destruction.




     21. New Leases and Contracts



          21.1 New Leases. Seller hereby agrees that on and after the Execution Date (prior to
any termination of this Agreement), Seller will not enter into new Leases (other than those which
relate solely to the space under the Current CRG Draft [as defined in Paragraph 22.22
below), or Final CRG Lease, if different) which will affect the Property or, unless required under
the applicable Lease, Lease modifications or amendments affecting the Property, or, unless required
under the applicable Lease, waive any rights in writing under any Lease affecting the Property
without the prior written consent of Buyer, which consent shall not be unreasonably withheld or
conditioned) (in the event Buyer has not responded to Seller’s written request for consent within
five (5) business days after receipt thereof, Buyer shall be deemed to have consented thereto). On
or after the Execution Date (prior to any termination of this Agreement), unless required under the
applicable Lease, Seller shall not terminate any of the Leases of tenants at the Property without
the prior written consent of Buyer, which consent shall not be unreasonably withheld or
conditioned) (in the event Buyer has not responded to Seller’s written request for consent within
five (5) business days after receipt thereof, Buyer shall be deemed to have consented thereto).
Any request for Buyer’s approval of any new Lease, Lease modification, amendment, expansion,
extension, renewal or other matter relating to the Leases by Seller pursuant to this Paragraph
21.1, shall be accompanied by, to the extent applicable, a description of any known tenant
improvement costs, leasing commissions, free rent, other concessions or leasing costs associated
with the same, and, if in Landlord’s possession, appropriate financial information on the
applicable Tenant. Notwithstanding the foregoing, no consent will be required from Buyer with
respect to any leases, licenses or other agreements affecting only the space under the Current CRG
Draft (or Final CRG Lease, if different); without limiting the foregoing,




 









 






Seller may, in its sole and absolute discretion, enter into new CRG Agreements, and/or modify
or terminate any CRG Agreements, all without Buyer’s consent.




          21.2 Service Contracts. Seller hereby agrees that, on and after the Execution Date
(prior to any termination of this Agreement), Seller will not enter into new Service Contract
(other than those which relate solely to the space under the Current CRG Draft (or, if different,
the Final CRG Lease) and which will not bind Buyer upon the Close of Escrow) which will affect the
Property, or, unless required under the applicable Assumable Service Contract, Assumable Service
Contract modification or amendment affecting the Property, or, unless required under the applicable
Assumable Service Contract, waive any right in writing under any Assumable Service Contract
affecting the Property, without the prior written consent of Buyer, which consent shall not be
unreasonably withheld or conditioned) (in the event Buyer has not responded to Seller’s written
request for consent within five (5) business days after receipt thereof, Buyer shall be deemed to
have consented thereto). Subject to the terms of the following paragraph, on or after the
Execution Date (prior to any termination of this Agreement), unless required under the applicable
Assumable Service Contract, Seller shall not terminate any Assumable Service Contract affecting the
Property (other than those which relate solely to the space under the Final CRG Lease) without the
prior written consent of Buyer, which consent shall not be unreasonably withheld or conditioned)
(in the event Buyer has not responded to Seller’s written request for consent within five (5)
business days after receipt thereof, Buyer shall be deemed to have consented thereto).
Notwithstanding the foregoing, no consent will be required from Buyer with respect to any contracts
affecting only the space under the Current CRG Draft (or Final CRG Lease, if different).




     Additionally, on or prior to the Close of Escrow (unless this Agreement is terminated), Seller
shall terminate all Service Contracts relating to the Property (other than contracts relating to
the space under the Final CRG Lease, provided that such contracts do not bind Buyer on or after the
Close of Escrow) and entered into by Seller, other than the Assumable Service Contracts; Assumable
Service Contracts shall be assigned to and assumed by Buyer pursuant to the General Assignment, as
applicable. Any termination fees incurred in connection with such Service Contracts being
terminated by Seller shall be the responsibility of Seller. For purposes of this Paragraph
21.2, “Service Contracts” means any service contracts, landscaping contracts, janitorial
contracts, maintenance agreements and all other similar contracts for the provision of labor,
services, materials or supplies to or for the benefit of the Property; provided, however,
notwithstanding the foregoing, “Service Contracts” does not include any Leases or other occupancy
or similar agreements relating to the Property nor does it include the construction contracts.
“Assumable Service Contracts” means the Service Contracts set forth on Exhibit I attached
hereto. Notwithstanding the foregoing, Buyer shall not be required to assume any real property
management agreement between Seller and Seller’s property manager for the Property which would
otherwise be binding on the Property and/or on Buyer after the Closing, and any such property
management agreement shall be terminated by Seller on or prior to the Closing.



          21.3 Operations. After the Execution Date (but prior to the Close of Escrow or any
termination of this Agreement), Seller agrees to keep its customary property insurance covering the
Property in effect until the Close of Escrow. After the Execution Date (but prior to the Close of
Escrow or any termination of this Agreement), Seller shall continue to operate and maintain the
Property in the ordinary course of business and in a manner consistent with Seller’s past practice;
provided, however, notwithstanding the foregoing, nothing contained in this Paragraph 21.3
shall




 









 






require Seller to make any expenditures or improvements in excess of $25,000.00, or any
capital or structural expenditures or improvements, at or to the Property (including, without
limitation, to the Improvements), other than the cooling cell work described on Schedule 21.3
attached hereto (the “Seller Work”), which Seller Work shall be completed by Seller at its sole
cost and expense (and the provisions of this Paragraph 21.3 with respect to the completion
of the Seller Work shall survive the Close of Escrow and shall not be merged with the Deed until
such time as all such Seller Work is fully completed, and shall not be limited by any other
provision of this Agreement) as soon as reasonably practicable after the Close of Escrow (subject
to force majeure, delays beyond the reasonable control of Seller and delays caused by Buyer or its
agents, employees, managers, affiliates, contractors, representatives, licensees or invitees). In
connection with the Seller Work, Seller shall indemnify, defend and hold Buyer harmless from any
loss, cost or damage suffered by Buyer as a result of claims caused by Seller’s negligence or
willful misconduct during and in connection with the actual performance by Seller of the Seller
Work. Notwithstanding anything to the contrary set forth in this Agreement , on and after the
Closing, Buyer shall provide Seller and its managers, affiliates, agents, employees, engineers,
consultants, representatives, members, contractors and subcontractors reasonable access to the
Property (and all parts thereof, including, without limitation, all Improvements) to the extent
Seller reasonably deems necessary and/or desirable in connection with the performance and
completion of the Seller Work. After the Execution Date (but prior to the Close of Escrow or any
termination of this Agreement), Seller shall, promptly after receipt thereof, deliver to Buyer any
written notice of potential litigation relating to the Property received by Seller prior to the
earlier of the Close of Escrow or any termination of this Agreement. Notwithstanding the
foregoing, Seller shall not be responsible or in default under this Paragraph 21.3 to the
extent any event or matter is caused by the acts or omissions of Buyer or its representatives,
agents, members, affiliates, partners, employees, consultants, contractors or subcontractors.




     22. Miscellaneous.



          22.1 Not an Offer. Notwithstanding anything to the contrary in this to Agreement, the
signing of this Agreement by Buyer constitutes an offer which shall not be deemed accepted by
Seller unless and until Seller has signed this Agreement and delivered a duplicate original to
Buyer and Escrow Holder. Seller’s delivery of unsigned copies of this Agreement is solely for the
purpose of review by Buyer, and unless and until this Agreement has been mutually executed by
Seller and Buyer and deposited with Escrow Holder and Buyer has deposited the Deposit with Escrow
Holder as required under this Agreement, neither this Agreement, nor the transmittal thereof to
Buyer or any officer, director, employee, consultant, broker, or agent of Buyer, nor any
communication by Seller, or any officer, director, employee, consultant, broker, or agent of
Seller, shall create any obligation on the part of Seller.




          22.2 No Obligations Prior to Execution. This Agreement and all other communications
relating to this Agreement, the Property and/or any matters relating thereto are made based on the
express understanding of Seller that, unless and until this Agreement has been mutually executed by
Seller and Buyer and deposited with Escrow Holder and Buyer has deposited the Deposit with Escrow
Holder, (a) Seller shall have no obligation whatsoever in connection with this Agreement or the
conveyance of the Property to Buyer, including, but not limited to, any obligation to continue
negotiating with Buyer or any affiliate, officer, director, employee, agent, or consultant thereof,
regarding the Property, this Agreement, or any other agreement or document relating to the




 









 






Property, in good faith or otherwise, (b) Seller shall retain at all times the right, in its
sole and subjective discretion, to reject any and all proposals and other expressions of interest
regarding any possible transaction between Seller and Buyer or any affiliate of Buyer relating to
the Property, (c) Seller shall retain at all times the right, in its sole and subjective
discretion, to unilaterally terminate any and all negotiations with Buyer and/or any affiliate
and/or representative of Buyer relating to this Agreement or the Property, and (d) Seller shall
retain at all times the right, without any restraint whatsoever, to negotiate with other parties
and/or enter into an agreement of purchase and sale or any other transaction with any other party
involving all or any part of the Property.




          22.3 Intentionally Omitted.




          22.4 Computation of Time Periods. If the date upon which the Closing Date or any
other date or time period provided for in this Agreement is or ends on a Saturday, Sunday or
federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m.
Pacific Standard Time of the next day which is not a Saturday, Sunday or federal, state or legal
holiday. “Business Days” under this Agreement is defined as days falling other than on a Saturday,
Sunday or federal or other holiday on which banks in New York, New York are closed for business.




          22.5 Captions. Any captions to, or headings of, the paragraphs or subparagraphs of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.




          22.6 No Obligations to Third Parties. Except as otherwise expressly provided herein,
the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor
obligate any of the parties hereto, to any person or entity other than the parties hereto. No
Broker shall be a third party beneficiary of this Agreement.




          22.7 Exhibits and Schedules. The exhibits and schedules attached to this Agreement
are incorporated in this Agreement by this reference for all purposes.




          22.8 Amendment to this Agreement. The terms of this Agreement may not be modified or
amended except by an instrument in writing executed by each of the parties hereto.




          22.9 Waiver. The waiver or failure to enforce any provision of this Agreement shall
not operate as a waiver of any future default under any such provision or any other provision
hereof.




          22.10 Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, except for any choice-of-law principles which provide for
the application of the laws of another jurisdiction.




          22.11 Fees and Other Expenses. Except as otherwise provided herein, each of the
parties hereto shall pay its own fees and expenses in connection with this Agreement.




          22.12 Entire Agreement. This Agreement (including all Exhibits attached hereto)
supersedes any prior agreements, negotiations and communications, oral or written, and contains the




 









 






entire agreement between, and the final expression of, Buyer and Seller with respect to the
subject matter hereof. No subsequent agreement or representation made by either party hereto, or
by or to an employee, officer, agent or representative of either party hereto shall be of any
effect unless it is in writing and executed by the party to be bound thereby.




          22.13 Successors and Assigns. Subject to the restrictions set forth in Paragraph
19 hereof, this Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.




          22.14 Construction. The parties acknowledge and agree that (A) each party hereto is
of equal bargaining strength, (B) each such party has actively participated in the drafting,
preparation and negotiation of this Agreement, (C) each such party has consulted with such party’s
own, independent counsel, and such other professional advisors as such party has deemed
appropriate, relating to any and all matters contemplated under this Agreement, (D) each such party
and such party’s counsel and advisors have reviewed this Agreement, (E) each such party has agreed
to enter into this Agreement following such review and the rendering of such advice, and (F) any
rule of construction to the effect that ambiguities are to be resolved against the drafting parties
shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments
hereto.




          22.15 Limitation of Liability; Indemnity. Buyer acknowledges and agrees that neither
the trustees, managers, shareholders, officers, members, investment managers, affiliates,
employees, partners nor advisors of Seller assume any personal liability for obligations entered
into by or on behalf of Seller; the parties acknowledge and agree that no claim, cause of action,
liability, demand, damage, debt, expense, and/or lien, including but not limited to any involving
this Agreement, shall be asserted against any of the such parties, whether known or unknown at the
time of this Agreement or at any time in the future, including after the Close of Escrow or any
termination of this Agreement. Notwithstanding any other provision of this Agreement to the
contrary or any rights that Buyer may have at law or in equity, (a) in no event shall Seller have
any liability for speculative, special, consequential or punitive damages, and (b) in no event
shall the aggregate liability of Seller (i.e., the combined aggregate liability of the entities
comprising Seller) under or otherwise in connection with this Agreement, any documents executed in
connection herewith and/or otherwise in connection with the Property (including, without
limitation, when combined with all amounts under Paragraph 18 above and when combined with
all “Awarded Costs”, as defined in Exhibits D and E, but excluding, however, the Seller
Work under Paragraph 21.3 above) exceed a total of Three Million Dollars ($3,000,000.00).
Without limiting the remaining terms of Paragraph 22.15, Seller shall have no liability to
Buyer for a breach or default of any covenant, representation or warranty or other default under
this Agreement unless the valid claims for all such breaches/defaults collectively aggregate more
than One Hundred Thousand Dollars ($100,000), in which event the full amount of such valid claims
shall be actionable from the first dollar up to the aggregate amount of Three Million Dollars
($3,000,000.00) (subject to the preceding sentence). Notwithstanding anything to the contrary
contained in this Agreement, Buyer hereby agrees that any action or claim asserted by Buyer against
Seller (or any of the entities comprising Seller) or any of the Released Parties (including,
without limitation, in connection with any closing documents executed in connection with this
Agreement, but expressly excluding any claim for completion of the Seller Work under Paragraph
21.3 above) must be filed (if at all) on or before the Survival Cut-Off Date, in a court of
competent jurisdiction, and Buyer hereby waives any right to bring any such claim or action
thereafter. Buyer’s remedies prior to Closing shall be limited as set forth in Paragraph 




 









 






15.2. The provisions of this paragraph shall survive the Close of Escrow (or any
termination of this Agreement), shall not be merged with the Deed and shall not be limited by any
provision of this Agreement.




          22.16 Time of the Essence. All times provided for in this Agreement for the
performance of any act will be strictly construed, time being of the essence.




          22.17 Recording. The parties agree that neither this Agreement, nor any notice of
this Agreement shall be recorded. If Buyer causes this Agreement or any notice or memorandum
thereof to be recorded, this Agreement shall be null and void at the option of Seller.




          22.18 Confidentiality. Prior to the Close of Escrow, Buyer shall keep strictly
confidential the fact that this Agreement exists, the fact that Buyer is under contract with
respect to the purchase of the Property, the fact that the Property is subject to an escrow, the
Purchase Price, the other terms of this Agreement, and all information concerning the Property (as
disclosed, discovered or determined in connection with this transaction); provided, however, Buyer
may disclose such information to (a) those employed by Buyer; (b) third parties as required under
applicable law; and (c) its potential and current financial partners, investors, advisors,
consultants, attorneys and lenders, all of whom shall agree to preserve the confidentiality of such
information as required hereby. Prior to the Close of Escrow or earlier termination of this
Agreement, Seller shall keep strictly confidential the fact that this Agreement exists, the fact
that Buyer is under contract with respect to the purchase of the Property, the fact that the
Property is subject to an escrow, the Purchase Price and the other terms of this Agreement;
provided, however, Seller may disclose such information to (i) those employed by Seller; (ii) third
parties as required under applicable law; and (iii) Seller’s potential and current financial
partners, investors, advisors, consultants, attorneys and lenders, all of whom shall agree to
preserve the confidentiality of such information as required hereby. Additionally, for the first
sixty (60) days after the Close of Escrow, any press releases by Buyer or Seller or their
respective agents relating to this Agreement or the sale of the Property by Seller to Buyer shall
be joint releases, with the written consent of both parties. The provisions of this Paragraph
22.18 shall survive any termination of this Agreement and the Close of Escrow and shall not be
merged with the Deed. Notwithstanding the foregoing or any other provision of this Agreement to
the contrary, Buyer (its affiliates or any entity advised by Buyer’s affiliates) shall be permitted
to disclose this transaction and/or the terms of this transaction and any such information relating
to this Agreement or the Property in any document as may be necessary to comply with any applicable
federal or state securities laws, rules, or regulations or to comply with the requirements of the
Securities and Exchange Commission, the New York Stock Exchange or any similar agency or body.




          22.19 Severability. If any provision of this Agreement or application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the remainder of this
Agreement (including the application of such provision to persons or circumstances other than those
to which it is held invalid or unenforceable) shall not be affected thereby, and each provision of
this Agreement shall be valid and enforced to the fullest extent permitted by law.




          22.20 Recordation; Actions to Clear Title. Buyer shall not record this Agreement, any
memorandum of this Agreement, any assignment of this Agreement or any other document which would
cause a cloud on the title to the Property. If Buyer fails to complete its purchase of the
Property for any reason, at Seller’s request, Buyer shall, at no cost to Seller, promptly execute,




 









 






acknowledge and deliver to Seller a quitclaim deed prepared by Seller at its cost, in
recordable form, in favor of Seller (or any entity designated by Seller) and any other documents
requested by and prepared by Seller at its cost to confirm that neither this Agreement nor any
Escrow relating to this Agreement in any manner created any interest running to the benefit of
Buyer affecting title to the Property. Seller shall pay the cost to record such quitclaim deed.
The provisions of this Paragraph 22.20 shall survive any termination of this Agreement.




          22.21 Counterparts; Facsimile. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument. Facsimile signatures on this Agreement shall have the
same force and effect as original ink signatures.




          22.22 CRG West Lease. The parties acknowledge and agree that, as part of this
Agreement, they have been negotiating that certain Lease (the “CRG Lease”) to be executed and
delivered pursuant to Paragraph 9 above between Buyer, as landlord, and CRG West One
Wilshire, L.L.C. (“CRG”), an affiliate of Seller, as tenant, relating to various portions of the
Building. Once finalized and attached to this Agreement, pursuant to the terms below, Buyer shall
not have the right to disapprove or object to the CRG Lease, or any portion thereof, and upon the
Close of Escrow, Buyer (and its successors and assigns), as landlord, will be bound by the CRG
Lease, and the CRG Lease will affect and encumber the Property. All licenses, leases and other
occupancy agreements relating solely to the space covered by the Current CRG Draft (or Final CRG
Lease, if different) (collectively, the “CRG Agreements”) shall not be considered “Leases” under
this Agreement (including, without limitation, for purposes of Paragraph 11 above). The
parties acknowledge and agree that they have approved of the CRG Lease (other than with respect to
Section 10.2.1) in substantially the form attached hereto as Schedule 22.22.A hereto (the
"Current CRG Draft”); however, certain modifications may still need to be made to the CRG Lease in
order to (1) accommodate Buyer’s REIT tax structuring issues, provided that such accommodation
shall in no event result in any additional cost, expense or liability to Seller or CRG, and shall
in no event result in a diminishment of rights, remedies or income to Seller or CRG, (2) provide
for certain rent payments by CRG, and the addition of related space to the CRG Lease, with respect
to certain space leased by Verizon on the 6th, 12th, 14th and 31st floors of the Building (which
Verizon space has not yet been incorporated into the CRG Lease) in the event that Verizon does not
renew its lease for such space in substantial accordance with the lease amendments attached as
Schedule 22.22.B hereto, (3) add a space and services sharing agreement or other
modifications or agreements to the CRG Lease with respect to certain lease documents covering
certain space in the Building which will consist of both space under the Final CRG Lease, and space
not under the Final CRG Lease, and (4) finalize Section 10.2.1 of, and the Exhibits to, the Current
CRG Draft (collectively, items (1), (2), (3) and (4) are referred to as the “Open Lease Issues”).
Seller and Buyer shall continue to use their good faith, commercially reasonable efforts to
negotiate and finalize the Open Lease Issues, and the CRG Lease, in their entirety (taking into
account that the Current CRG Draft has been substantially agreed upon by the parties) no later than
the Lease Outside Date (as defined below). If, prior to 5:00 p.m. Pacific Standard Time on the
Lease Outside Date, despite using such good faith, commercially reasonable efforts, the CRG Lease
has not been agreed to in writing between Seller and Buyer (and CRG) as the final CRG Lease, and
attached to this Agreement as Schedule 22.22.A by Seller and Buyer (in place of the Current
CRG Draft, as further described below) (the “Final CRG Lease”), then either party may, in its sole
and absolute discretion, terminate this Agreement by written notice to the other party, in which
event, this Agreement shall terminate, the Deposit deposited by Buyer




 









 






with Escrow Holder (less one-half of any escrow and title cancellation fees and costs) shall
be refunded to Buyer by Escrow Holder, and neither party hereunder shall have any further
obligations or liabilities under this Agreement, except as specifically set forth herein. The
attachment of the Final CRG Lease to this Agreement shall be deemed to have occurred upon the
mutual written instruction and authorization by Buyer and Seller to Escrow Holder to replace the
Current CRG Draft with the Final CRG Lease (and, upon such mutual written instruction, Escrow
Holder shall replace the Current CRG Draft with the Final CRG Lease). The “Lease Outside Date” is
defined as the date that is ten (10) business days after the Execution Date. Buyer hereby
acknowledges and agrees that the CRG Agreements shall not be assigned to Buyer (and Buyer
shall have no rights or obligations with respect thereto, except as may be provided to the contrary
in the Final CRG Lease), but, rather, shall be assigned from Seller to CRG upon the Close of
Escrow, it being understood and agreed by Buyer that Buyer shall have no rights or obligations
(whether to income or otherwise) or remedies with respect to the CRG Agreements (except as may be
provided to the contrary in the Final CRG Lease). Without limiting the foregoing, the equipment
and infrastructure depicted on Schedule 22.22 attached hereto (and all other property and
equipment which is to belong to CRG under the Final CRG Lease) will belong to CRG, and Buyer shall
have no rights or obligations with respect thereto (except as may be expressly provided to the
contrary in the Final CRG Lease). The provisions of this Paragraph 22.22 shall survive the
Close of Escrow and shall not be merged with the Deed.




          22.23 Natural Hazard Disclosures. Buyer and Seller acknowledge that, pursuant to
California law, Seller may be required to disclose if any of the Property lies within the following
natural hazard areas or zones: (i) a special flood hazard area designated by the Federal Emergency
Management Agency; (ii) an area of potential flooding; (iii) a very high fire hazard severity zone;
(iv) a wild land area that may contain substantial forest fire risks and hazards; (v) an earthquake
fault or special studies zone; or (vi) a seismic hazard zone. Buyer acknowledges that Seller will
employ the services of a service selected by Seller (“Natural Hazard Expert”) to examine the maps
and other information specifically made available to the public by government agencies and to
report the results of its examination to Buyer in writing. The written report prepared by the
Natural Hazard Expert regarding the results of its examination fully and completely discharges
Seller from its disclosure obligations referred to herein, and, for the purposes of this Agreement,
the provisions of California Civil Code Section 1103.4 regarding the non-liability of Seller for
errors and/or omissions not within its personal knowledge shall be deemed to apply, and the Natural
Hazard Expert shall be deemed to be an expert dealing with matters within the scope of its
expertise with respect to the examination and written report regarding the natural hazards referred
to above.




          22.24 Cooperation with Buyer’s Auditors and SEC Filing Requirements. Seller shall,
without representation, warranty or liability of any kind to Buyer or any affiliate of Buyer,
provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer access to, such factual
information as may be reasonably requested by Buyer, and in the possession or control of Seller, or
its property manager or accountants, to enable Buyer’s auditor (Deloitte & Touche LLP or any
successor auditor selected by Buyer) to conduct an audit of the income statements of the Property
for the year to date of the year in which the Closing occurs plus up to the three prior calendar
years. Buyer shall be responsible for all costs and expenses associated with this audit, and
Seller shall have no obligation to incur any cost or expense under this Paragraph 22.24.
Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of
such audit. In addition, Seller
agrees to provide, without representation, warranty or liability of any kind to Buyer or any
affiliate of





 









 






Buyer, to Buyer’s auditor, if requested by such auditor, historical financial
statements for the Property, including income and balance sheet data for the Property, whether
required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated
independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s
expense, and Seller shall, without representation, warranty or liability of any kind to Buyer or
any affiliate of Buyer, provide such documentation as Buyer or its auditor may reasonably request
in order to complete such audit, and (ii) Seller shall, without representation, warranty or
liability of any kind to Buyer or any affiliate of Buyer, furnish to Buyer such financial and
other information as may be reasonably required by Buyer or any Affiliate of Buyer 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.




[SIGNATURE PAGE FOLLOWS]




 









 







          IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the day and year
first written above.




	 	 	 	 	 	 	 	 	 
	BUYER:	 	SELLER:
	 
	 	 	 	 	 	 	 	 
	HINES REIT ONE WILSHIRE LP,	 	CARLYLE ONE WILSHIRE II, L.P.,
	a Delaware limited partnership	 	a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	By:	 	Hines REIT One Wilshire GP LLC,	 	 	 	 
	 	 	a Delaware limited liability company,	 	 	 	 
	 	 	its general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	Its:	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






 









 





POST-CLOSING GUARANTY (THE “GUARANTY”) BY CERTAIN SELLER AFFILIATES




     The undersigned are affiliates of Seller and acknowledge and agree that the transaction
contemplated by this Agreement is beneficial to them. For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned, effective as of the
Close of Escrow (if the Closing occurs) hereby joins in this Agreement, for the sole purpose of
guaranteeing to Buyer, on a joint and several basis, the performance by Seller of each and every
obligation and liability of Seller under this Agreement to the extent expressly stated to survive
the Close of Escrow (and to the extent of Seller’s maximum obligations and liability under this
Agreement, and for the duration thereof, as set forth in this Agreement), as well as all of
Seller’s representations, warranties or covenants under this Agreement to the extent expressly
stated to survive the Close of Escrow (and to the extent of Seller’s maximum obligations and
liability under this Agreement, and for the duration thereof, as set forth in this Agreement), and
acknowledges that Buyer shall have the right to look to the undersigned, on a joint and several
basis, as a primary obligor hereunder. The undersigned hereby waives all applicable suretyship and
other similar defenses with respect to this Guaranty. This Guaranty shall be of no force or effect
if the Close of Escrow does not occur for any reason. Notwithstanding the foregoing, (a) all
limitations, waivers, releases, time restrictions and caps on liability and obligations under this
Agreement (including, without limitation, under Paragraph 22.15 of this Agreement) in favor
of Seller shall fully apply to the obligations and liability of the undersigned, and (b) the
aggregate liability and obligations of the undersigned, together with that of Seller, when
combined, shall not exceed the aggregate liability and obligations of Seller set forth in this
Agreement.



[SIGNATURE PAGE FOLLOWS]




 









 





CARLYLE REALTY PARTNERS III, L.P.




By: Carlyle Realty III, L.P., its general partner




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 






CARLYLE REALTY QUALIFIED PARTNERS III, L.P.




By: Carlyle Realty III, L.P., its general partner




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 






CARLYLE REALTY QUALIFIED PARTNERS III-A, L.P.




By: Carlyle Realty III, L.P., its general partner




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 






[SIGNATURES CONTINUED ON FOLLOWING PAGE]




 









 







CARLYLE REALTY COINVESTMENT III, L.L.C.




	 	 	 
	By:
	 	 
	 

	 	 
	Name:
	 	 
	 

	 	 
	Its:
	 	 
	 

	 	 






CARLYLE REALTY FOREIGN INVESTORS III, L.P.




By: Carlyle Realty III, L.P., its general partner




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 






CARLYLE REALTY PARTNERS III (CANADIAN), L.P.




By: Carlyle Realty III, L.P., its general partner




	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its: