Exhibit
10.10


 


5260 Naiman
Parkway


Solon, OH


 


PURCHASE AND SALE AGREEMENT


 


 


by and between


 


 


HRP NOM L.P.,


 


 


as Seller,


 


 


and


 


 


SENIOR HOUSING PROPERTIES TRUST,


 


 


as Purchaser


 


 






 


 


November 12, 2010


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  SECTION 1.

  	
  DEFINITIONS

  	
  1

  
	
  1.1

  	
  Agreement

  	
  1

  
	
  1.2

  	
  Business Day

  	
  1

  
	
  1.3

  	
  Closing

  	
  1

  
	
  1.4

  	
  Closing Date

  	
  1

  
	
  1.5

  	
  Existing Survey

  	
  1

  
	
  1.6

  	
  Existing Title Policy

  	
  2

  
	
  1.7

  	
  Improvements

  	
  2

  
	
  1.8

  	
  Land

  	
  2

  
	
  1.9

  	
  Leases

  	
  2

  
	
  1.10

  	
  Other Property

  	
  2

  
	
  1.11

  	
  Permitted Exceptions

  	
  2

  
	
  1.12

  	
  Property

  	
  2

  
	
  1.13

  	
  Purchase Price

  	
  2

  
	
  1.14

  	
  Purchaser

  	
  3

  
	
  1.15

  	
  Rent Roll

  	
  3

  
	
  1.16

  	
  Retained Property

  	
  3

  
	
  1.17

  	
  Seller

  	
  3

  
	
  1.18

  	
  Title Company

  	
  3

  
	
  1.19

  	
  Update

  	
  3

  
	
  SECTION 2.

  	
  PURCHASE AND SALE; CLOSING

  	
  3

  
	
  2.1

  	
  Purchase and Sale

  	
  3

  
	
  2.2

  	
  Closing

  	
  3

  
	
  2.3

  	
  Purchase Price

  	
  3

  
	
  SECTION 3.

  	
  TITLE, DILIGENCE
  MATERIALS, ETC.

  	
  4

  
	
  3.1

  	
  Title

  	
  4

  
	
  3.2

  	
  No Other Diligence

  	
  4

  
	
  SECTION 4.

  	
  CONDITIONS TO THE PURCHASER’S
  OBLIGATION TO

  	
  5

  
	
  4.1

  	
  Closing Documents

  	
  5

  
	
  4.2

  	
  Title Policy

  	
  6

  
	
  4.3

  	
  Environmental Reliance Letters

  	
  6

  
	
  4.4

  	
  Condition of Property

  	
  6

  
	
  4.5

  	
  Other Conditions

  	
  6

  
	
  SECTION 5.

  	
  CONDITIONS TO SELLER’S OBLIGATION
  TO CLOSE

  	
  7

  
	
  5.1

  	
  Purchase Price

  	
  7

  
	
  5.2

  	
  Closing Documents

  	
  7

  
	
  5.3

  	
  Other Conditions

  	
  7

  
	
  SECTION 6.

  	
  REPRESENTATIONS AND WARRANTIES OF
  SELLER

  	
  7

  
	
  6.1

  	
  Status and Authority of the Seller

  	
  7

  
	
  6.2

  	
  Action of the Seller

  	
  7

  
	
  6.3

  	
  No Violations of Agreements

  	
  7

  
	
  6.4

  	
  Litigation

  	
  8

  
	
  6.5

  	
  Existing Leases, Etc.

  	
  8

  
	
  6.6

  	
  Agreements, Etc.

  	
  9

  
	
  6.7

  	
  Not a Foreign Person

  	
  9

  



 

















 


	
  SECTION 7.

  	
  REPRESENTATIONS AND WARRANTIES OF
  PURCHASER

  	
  10

  
	
  7.1

  	
  Status and Authority of the Purchaser

  	
  11

  
	
  7.2

  	
  Action of the Purchaser

  	
  11

  
	
  7.3

  	
  No Violations of Agreements

  	
  11

  
	
  7.4

  	
  Litigation

  	
  11

  
	
  SECTION 8.

  	
  COVENANTS OF THE SELLER

  	
  12

  
	
  8.1

  	
  Approval of Agreements

  	
  12

  
	
  8.2

  	
  Operation of Property

  	
  12

  
	
  8.3

  	
  Compliance with Laws, Etc.

  	
  12

  
	
  8.4

  	
  Compliance with Agreements

  	
  12

  
	
  8.5

  	
  Notice of Material Changes or Untrue Representations

  	
  12

  
	
  8.6

  	
  Insurance

  	
  12

  
	
  8.7

  	
  Approval of 2011 Capital Expenditure Budget

  	
  12

  
	
  SECTION 9.

  	
  APPORTIONMENTS

  	
  13

  
	
  9.1

  	
  Real Property Apportionments

  	
  13

  
	
  9.2

  	
  Closing Costs

  	
  16

  
	
  SECTION 10.

  	
  DAMAGE TO OR CONDEMNATION OF
  PROPERTY

  	
  16

  
	
  10.1

  	
  Casualty

  	
  16

  
	
  10.2

  	
  Condemnation

  	
  17

  
	
  10.3

  	
  Survival

  	
  17

  
	
  SECTION 11.

  	
  DEFAULT

  	
  18

  
	
  11.1

  	
  Default by the Seller

  	
  18

  
	
  11.2

  	
  Default by the Purchaser

  	
  18

  
	
  SECTION 12.

  	
  MISCELLANEOUS

  	
  18

  
	
  12.1

  	
  Allocation of Liability

  	
  18

  
	
  12.2

  	
  Brokers

  	
  18

  
	
  12.3

  	
  Publicity

  	
  19

  
	
  12.4

  	
  Notices

  	
  19

  
	
  12.5

  	
  Waivers, Etc.

  	
  20

  
	
  12.6

  	
  Assignment; Successors and Assigns

  	
  21

  
	
  12.7

  	
  Severability

  	
  21

  
	
  12.8

  	
  Counterparts Complete Agreement, Etc.

  	
  22

  
	
  12.9

  	
  Performance on Business Days

  	
  22

  
	
  12.10

  	
  Attorneys’ Fees

  	
  22

  
	
  12.11

  	
  Section and Other Headings

  	
  22

  
	
  12.12

  	
  Time of Essence

  	
  22

  
	
  12.13

  	
  Governing Law

  	
  22

  
	
  12.14

  	
  Arbitration

  	
  22

  
	
  12.15

  	
  Like Kind Exchange

  	
  23

  
	
  12.16

  	
  Recording

  	
  24

  
	
  12.17

  	
  Non-liability of Trustees of Purchaser

  	
  24

  
	
  12.18

  	
  Waiver and Further Assurances

  	
  24

  



 


- 2 -

















 


PURCHASE AND SALE AGREEMENT


 


THIS PURCHASE AND SALE AGREEMENT is made as of November 12,
2010, by and between HRP NOM L.P., a Delaware limited partnership, (the
“Seller”), and SENIOR HOUSING
PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).


 


WITNESSETH:


 


WHEREAS, the Seller is the owner of
the Property (this and other capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in Section 1); and


 


WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, the Property, subject to and upon the terms and
conditions hereinafter set forth;


 


NOW, THEREFORE, in consideration of the
mutual covenants herein contained and other good and valuable consideration,
the mutual receipt and legal sufficiency of which are hereby acknowledged, the
Seller and the Purchaser hereby agree as follows:


 


SECTION 1.         DEFINITIONS.


 


Capitalized terms used in this Agreement shall have
the meanings set forth below or in the section of this Agreement referred to
below:


 


1.1       “Agreement” 
shall mean this Purchase and Sale Agreement, together with any exhibits
and schedules attached hereto, as it and they may be amended from time to time
as herein provided.


 


1.2       “Business Day” 
shall mean any day other than a Saturday, Sunday or any other day on
which banking institutions in The Commonwealth of Massachusetts are authorized
by law or executive action to close.


 


1.3       “Closing”  shall
have the meaning given such term in Section 2.2.


 


1.4       “Closing Date” 
shall have the meaning given such term in Section 2.2.


 


1.5       “Existing Survey” 
shall mean the existing ALTA survey of the Property.


 

















 


1.6       “Existing Title Policy” 
shall mean, the existing title insurance policy for the Property.


 


1.7       “Improvements” 
shall mean, the Seller’s entire right, title and interest in and to the
existing office buildings, fixtures and other structures and improvements
situated on, or affixed to, the Land.


 


1.8       “Land”  shall
mean, the Seller’s entire right, title and interest in and to (a) the
parcel(s) of land described in Schedule A hereto, together with (b) all
easements, rights of way, privileges, licenses and appurtenances which the
Seller may own with respect thereto.


 


1.9       “Leases”  shall
mean the leases identified in the Rent Roll and any other leases hereafter
entered into in accordance with the terms of this Agreement.


 


1.10     “Other Property” 
shall mean the Seller’s entire right, title and interest in and to (a) all
fixtures, machinery, systems, equipment and items of personal property owned by
the Seller and attached or appurtenant to, located on and used in connection
with the ownership, use, operation or maintenance of the Land or Improvements,
if any, and (b) all intangible property owned by the Seller arising from
or used in connection with the ownership, use, operation or maintenance of the
Land or Improvements, if any.


 


1.11     “Permitted Exceptions” 
shall mean, collectively, (a) liens for taxes, assessments and
governmental charges not yet due and payable or due and payable but not yet
delinquent; (b) the Leases; (c) the exceptions to title set forth in
the Existing Title Policy; (d) all matters shown on the Existing Survey,
and (e) such other nonmonetary encumbrances with respect to the Property
as may be shown on the Update which are not objected to by the Purchaser (or
which are objected to, and subsequently waived, by the Purchaser) in accordance
with Section 3.1.


 


1.12     “Property”  shall
mean, collectively, all of the Land, the Improvements and the Other Property.


 


1.13     “Purchase Price” 
shall mean Two Million Eight Hundred Twenty-One Thousand Eighty Dollars
($2,821,080).


 


- 2 -

















 


1.14     “Purchaser”  shall
have the meaning given such term in the preambles to this Agreement, together
with any permitted successors and assigns.


 


1.15     “Rent Roll”  shall
mean Schedule B to this Agreement.


 


1.16     “Retained Property” 
shall have the meaning given such term in Section 4.1(d).


 


1.17     “Seller”  shall
have the meaning given such term in the preambles to this Agreement, together
with any permitted successors and assigns.


 


1.18     “Title Company” 
shall mean Stewart Title Guaranty Company.


 


1.19     “Update”  shall
have the meaning given such term in Section 3.1.


 


SECTION 2.         PURCHASE
AND SALE; CLOSING.


 


2.1       Purchase and Sale.  In consideration of the payment of the
Purchase Price by the Purchaser to the Seller and for other good and valuable
consideration, the Seller hereby agrees to sell to the Purchaser, and the
Purchaser hereby agrees to purchase from the Seller, the Property for the
Purchase Price, subject to and in accordance with the terms and conditions of
this Agreement.


 


2.2       Closing.  The purchase and sale of the Property shall
be consummated at a closing (the “Closing”) to be held at the offices of
Sullivan & Worcester LLP, One Post Office Square, Boston,
Massachusetts, or at such other location as the Seller and the Purchaser may
agree, at 10:00 a.m., local time, on June 30, 2011, as the same may
be accelerated or extended by agreement of the parties (the “Closing Date”).


 


2.3       Purchase Price.


 


(a)      At
Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to
adjustment as provided in Article 9.


 


(b)      The
Purchase Price, as adjusted as provided herein, shall be payable by wire
transfer of immediately available funds on the Closing Date to an account or
accounts to be designated by the Seller.


 


- 3 -

















 


SECTION 3.         TITLE,
DILIGENCE MATERIALS, ETC.


 


3.1       Title.  Prior to the execution of this Agreement, the
Seller has delivered the Existing Title Policy and the Existing Survey to the
Purchaser.


 


Within ten (10) days after the execution hereof,
the Purchaser shall order an update to the Existing Title Policy (an “Update”)
from the Title Company.  The Purchaser
shall deliver to the Seller a copy of the Update promptly upon receipt
thereof.  Promptly after receipt of the
Update, but, in any event, prior to the Closing Date, the Purchaser shall give
the Seller written notice of any title exceptions (other than Permitted Exceptions)
set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the
obligation, to attempt to remove, satisfy or otherwise cure any exceptions to
title to which the Purchaser so objects. 
If, for any reason, in its sole discretion, the Seller is unable or
unwilling to take such actions as may be required to cause such exceptions to
be removed from the Update, the Seller shall give the Purchaser notice thereof;
it being understood and agreed that the failure of the Seller to give prompt
notice of objection shall be deemed an election by the Seller not to remedy
such matters.  If the Seller shall be
unable or unwilling to remove any title defects to which the Purchaser has so
objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to
consummate the transactions contemplated hereby, notwithstanding such title
defect, without any abatement or reduction in the Purchase Price on account
thereof (whereupon such objected to exceptions or matters shall be deemed to be
Permitted Exceptions).  The Purchaser
shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the
Seller’s notice of its unwillingness or inability to cure (or deemed election not
to cure) such defect and time shall be of the essence with respect to the
giving of such notice.  Failure of the
Purchaser to give such notice shall be deemed an election by the Purchaser to
proceed in accordance with clause (ii) above.


 


3.2       No Other Diligence.  The
Purchaser acknowledges that, except as provided in Section 3.1,
(i) the Purchaser has had the opportunity to fully investigate and inspect
the physical and environmental condition of the Property, and to review and
analyze all title examinations, surveys, environmental assessment reports,
building evaluations, financial data and other investigations and materials
pertaining to the Property which the Purchaser deems necessary to determine the
feasibility of the Property and its decision to acquire the Property, (ii) 


 


- 4 -

















 


the Purchaser shall not be
conducting any further title examinations, surveys, environmental assessments,
building evaluations, financial analyses or other investigations with respect
to the Property, and (iii) the Purchaser shall not have any right to
terminate this Agreement as a result of any title examinations, surveys,
environmental assessments, building valuations, financial analyses or other
investigations with respect to the Property.


 


SECTION 4.   CONDITIONS
TO THE PURCHASER’S OBLIGATION TO CLOSE.


 


The obligation of the Purchaser to acquire the
Property shall be subject to the satisfaction of the following conditions
precedent on and as of the Closing Date:


 


4.1       Closing Documents.  The Seller shall have delivered, or cause to
have been delivered, to the Purchaser the following:


 


(a)      (i) A
good and sufficient deed in the form attached as Schedule C hereto, with
respect to the Property, in proper statutory form for recording, duly executed
and acknowledged by the Seller, conveying title to the Property, free from all
liens and encumbrances other than the Permitted Exceptions;


 


(b)      An
assignment by the Seller and an assumption by the Purchaser, in form and
substance reasonably satisfactory to the Seller and the Purchaser, duly
executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s
right, title and interest in, to and under the Leases and all of the Seller’s
right, title and interest, if any, in, to and under all transferable licenses,
contracts, permits and agreements affecting the Property;


 


(c)      A bill of
sale by the Seller, without warranty of any kind, in form and substance
reasonably satisfactory to the Seller and the Purchaser, with respect to any personal
property owned by the Seller, situated at the Property and used exclusively by
the Seller in connection with the Property (it being understood and agreed that
no portion of the Purchase Price is allocated to personal property);


 


(d)      A long term land lease, parking easement and/or master deed, declaration
of trust and related condominium documents, in form and substance reasonably
satisfactory to the Seller and the Purchaser, as may be necessary to treat the
Property and any adjacent land or improvements of the 


 


- 5 -

















 


Seller not
conveyed hereunder(the “Retained Property”) as separate tax parcels,
with each in compliance with applicable law;


 


(e)      To the
extent the same are in the Seller’s possession, original, fully executed copies
of all material documents and agreements, plans and specifications and
contracts, licenses and permits pertaining to the Property;


 


(f)       To the
extent the same are in the Seller’s possession, duly executed original copies
of the Leases;


 


(g)      A closing
statement showing the Purchase Price, apportionments and fees, and costs and
expenses paid in connection with the Closing; and


 


(h)      Such other conveyance documents,
certificates, deeds and other instruments as the Purchaser, the Seller or the
Title Company may reasonably require and as are customary in like transactions
in sales of property in similar transactions.


 


4.2       Title Policy.  The Title Company shall be prepared to
issue, upon payment of the title premium at its regular rates, a title policy
in the amount of the Purchase Price, insuring title to the Property is vested
in the Purchaser or its designee or assignee, subject only to the Permitted
Exceptions, with such endorsements as shall be reasonably required by the
Purchaser.


 


4.3       Environmental Reliance
Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its
designees and assignees to rely on the most recent environmental assessment
report prepared for the Property, in form and substance reasonably acceptable
to the Purchaser.


 


4.4       Condition of Property.  The Property shall be in substantially
the same physical condition as on the date of this Agreement, ordinary wear and
tear and, subject to Section 10.1, casualty excepted.


 


4.5       Other
Conditions.  All
representations and warranties of the Seller herein shall be true, correct and
complete in all material respects on and as of the Closing Date and the Seller
shall have performed in all material respects all covenants and obligations
required to be performed by the Seller on or before the Closing Date.


 


- 6 -
















 


SECTION 5.                                  CONDITIONS
TO SELLER’S OBLIGATION TO CLOSE.


 


The obligation of the Seller to convey the Property
to the Purchaser is subject to the satisfaction of the following conditions
precedent on and as of the Closing Date:


 


5.1                            Purchase
Price.  The Purchaser shall have
delivered to the Seller the Purchase Price payable hereunder, subject to the
adjustments set forth in Section 2.3, together with any closing
costs to be paid by the Purchaser under Section 9.2.


 


5.2                            Closing
Documents.  The Purchaser shall have
delivered to the Seller duly executed and acknowledged counterparts of the
documents described in Section 4.1, where applicable.


 


5.3                            Other
Conditions.  All representations and
warranties of the Purchaser herein shall be true, correct and complete in all
material respects on and as of the Closing Date and the Purchaser shall have
performed in all material respects all covenants and obligations required to be
performed by the Purchaser on or before the Closing Date.


 


SECTION 6.                                  REPRESENTATIONS
AND WARRANTIES OF SELLER.


 


To induce the Purchaser to enter into this Agreement,
the Seller represents and warrants to the Purchaser as follows:


 


6.1                            Status and
Authority of the Seller.  The Seller is
duly organized, validly existing and in good standing under the laws of its
state of organization or formation, and has all requisite power and authority
under its charter documents to enter into and perform its obligations under
this Agreement and to consummate the transactions contemplated hereby.


 


6.2                            Action of
the Seller.  The Seller has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement, and upon the execution and delivery of any document to be delivered
by the Seller on or prior to the Closing Date, this Agreement and such document
shall constitute the valid and binding obligation and agreement of the Seller,
enforceable against the Seller in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application affecting the rights and
remedies of creditors.


 


6.3                            No
Violations of Agreements.  Neither the
execution, delivery or performance of this Agreement by the Seller, nor 


 


- 7 -

















 


compliance with the terms and
provisions hereof, will result in any breach of the terms, conditions or
provisions of, or conflict with or constitute a default under, or result in the
creation of any lien, charge or encumbrance upon the Property pursuant to the
terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness
or any other agreement or instrument by which the Seller is bound.


 


6.4                            Litigation.  To the Seller’s actual knowledge, it has not
received written notice that any investigation, action or proceeding is pending
or threatened, which (i) questions
the validity of this Agreement or any action taken or to be taken pursuant
hereto, or (ii) involves
condemnation or eminent domain proceedings against the Property or any portion thereof.


 


6.5                            Existing
Leases, Etc.  Subject to Section 8.1,
other than the Leases listed in the Rent Roll, the Seller has not entered into
a contract or agreement with respect to the occupancy of the Property that will
be binding on the Purchaser after the Closing. 
To the Seller’s actual knowledge: (a) the copies of the Leases
heretofore delivered by the Seller to the Purchaser are true, correct and
complete copies thereof; and (b) such Leases have not been amended except
as evidenced by amendments similarly delivered and constitute the entire
agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent
Roll or the Leases: (i) to the Seller’ actual knowledge, each of its
Leases is in full force and effect on the terms set forth therein; (ii) to
the Seller’s actual knowledge, there are no uncured defaults or circumstances
which with the giving of notice, the passage of time or both would constitute a
default thereunder which would have a material adverse effect on the business
or operations of the Property; (iii) to the Seller’s actual knowledge,
each of its tenants is legally required to pay all sums and perform all
material obligations set forth therein without any ongoing concessions,
abatements, offsets, defenses or other basis for relief or adjustment; (iv) to
the Seller’s actual knowledge, none of its tenants has asserted in writing or
has any defense to, offsets or claims against, rent payable by it or the
performance of its other obligations under its Lease which would have a
material adverse effect on the on-going business or operations of the Property;
(v) the Seller has no outstanding obligation to provide any of its tenants
with an allowance to perform, or to perform at its own expense, any tenant
improvements; (vi) none of its tenants has prepaid any rent or other
charges relating to the post-Closing period; (vii) to the Seller’s actual
knowledge, none of its tenants has filed a 


 


- 8 -

















 


petition in bankruptcy or for the
approval of a plan of reorganization or management under the Federal Bankruptcy
Code or under any other similar state law, or made an admission in writing as
to the relief therein provided, or otherwise become the subject of any
proceeding under any federal or state bankruptcy or insolvency law, or has
admitted in writing its inability to pay its debts as they become due or made
an assignment for the benefit of creditors, or has petitioned for the
appointment of or has had appointed a receiver, trustee or custodian for any of
its property, in any case that would have a material adverse effect on the
business or operations of the Property; (viii) to the Seller’s actual
knowledge, none of its tenants has requested in writing a modification of its
Lease, or a release of its obligations under its Lease in any material respect
or has given written notice terminating its Lease, or has been released of its
obligations thereunder in any material respect prior to the normal expiration
of the term thereof, in any case that would have a material adverse effect on
the on-going business or operations of the Property; (ix) to the Seller’s
actual knowledge, except as set forth in the Leases, no guarantor has been
released or discharged, voluntarily or involuntarily, or by operation of law,
from any obligation under or in connection with any of its Leases or any
transaction related thereto; and (x) all brokerage commissions currently
due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other
information set forth in the Rent Roll is true, correct and complete in all
material respects.


 


6.6                            Agreements, Etc.  Other than the Leases, the Seller has not
entered into any contract or agreement with respect to the Property which will
be binding on the Purchaser after the Closing other than contracts and
agreements being assumed by the Purchaser or which are terminable upon thirty
(30) days notice without payment of premium or penalty.


 


6.7                            Not a
Foreign Person.  The Seller is not
a “foreign person” within the meaning of Section 1445 of the United States
Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


The representations and warranties made in this
Agreement by the Seller shall be continuing and shall be deemed remade by the
Seller as of the Closing Date, with the same force and effect as if made on,
and as of, such date.  All
representations and warranties made in this Agreement by the Seller shall
survive the Closing for a period of one (1) year, and upon expiration
shall be of no further force or effect except to the 


 


- 9 -

















 


extent that with respect to any particular alleged
breach, the Purchaser gives the Seller written notice prior to the expiration
of said one (1) year period of such alleged breach with reasonable detail
as to the nature of such breach.


 


Except as otherwise expressly provided in this
Agreement or in any documents to be delivered to the Purchaser at the Closing,
the Seller has not made, and the Purchaser has not relied on, any information,
promise, representation or warranty, express or implied, regarding the
Property, whether made by the Seller, on the Seller’s behalf or otherwise,
including, without limitation, the physical condition of the Property, the
financial condition of the tenants under the Leases, title to or the boundaries
of the Property, pest control matters, soil conditions, the presence, existence
or absence of hazardous wastes, toxic substances or other environmental
matters, compliance with building, health, safety, land use and zoning laws,
regulations and orders, structural and other engineering characteristics,
traffic patterns, market data, economic conditions or projections, and any
other information pertaining to the Property or the market and physical
environments in which they are located. 
The Purchaser acknowledges that (i) the Purchaser has entered into
this Agreement with the intention of relying upon its own investigation or that
of third parties with respect to the physical, environmental, economic and
legal condition of the Property and (ii) the Purchaser is not relying upon
any statements, representations or warranties of any kind, other than those
specifically set forth in this Agreement or in any document to be delivered to
the Purchaser at the Closing, made (or purported to be made) by the Seller or
anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and
is fully familiar with the physical condition thereof and shall purchase the
Property in its “as is”, “where is” and “with all faults” condition on the
Closing Date.  Notwithstanding anything
to the contrary contained herein, in the event that any party hereto has actual
knowledge of the default of any other party (a “Known Default”), but
nonetheless elects to consummate the transactions contemplated hereby and
proceeds to Closing, then the rights and remedies of such non-defaulting party
shall be waived with respect to such Known Default upon the Closing and the
defaulting party shall have no liability with respect thereto.


 


SECTION 7.                                  REPRESENTATIONS
AND WARRANTIES OF PURCHASER.


 


To induce the Seller to enter into this Agreement,
the Purchaser represents and warrants to the Seller as follows:


 


- 10 -

















 


7.1                            Status and
Authority of the Purchaser.  The Purchaser
is duly organized, validly existing and in good standing under the laws of its
state of organization or formation, and has all requisite power and authority
under its charter documents to enter into and perform its obligations under
this Agreement and to consummate the transactions contemplated hereby.


 


7.2                            Action of
the Purchaser.  The Purchaser has taken all
necessary action to authorize the execution, delivery and performance of this
Agreement, and upon the execution and delivery of any document to be delivered
by the Purchaser on or prior to the Closing Date, this Agreement and such
document shall constitute the valid and binding obligation and agreement of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the
rights and remedies of creditors.


 


7.3                            No
Violations of Agreements.  Neither the
execution, delivery or performance of this Agreement by the Purchaser, nor
compliance with the terms and provisions hereof, will result in any breach of
the terms, conditions or provisions of, or conflict with or constitute a
default under, or result in the creation of any lien, charge or encumbrance
upon any property or assets of the Purchaser pursuant to the terms of any
indenture, mortgage, deed of trust, note, evidence of indebtedness or any other
agreement or instrument by which the Purchaser is bound.


 


7.4                            Litigation.  The Purchaser has received no written notice
that any investigation, action or proceeding is pending or threatened which
questions the validity of this Agreement or any action taken or to be taken
pursuant hereto.


 


The representations and warranties made in this
Agreement by the Purchaser shall be continuing and shall be deemed remade by
the Purchaser as of the Closing Date with the same force and effect as if made
on, and as of, such date.  All
representations and warranties made in this Agreement by the Purchaser shall
survive the Closing for a period of one (1) year, and upon expiration
shall be of no further force or effect except to the extent that with respect
to any particular alleged breach, the Seller gives the Purchaser written notice
prior to the expiration of said one (1) year period of such alleged breach
with reasonable detail as to the nature of such breach.


 


- 11 -

















 


SECTION 8.                                  COVENANTS
OF THE SELLER.


 


The Seller hereby covenants with the Purchaser
between the date of this Agreement and the Closing Date as follows:


 


8.1                            Approval of
Agreements.  Not to enter into, modify, amend
or terminate any Lease or any other material agreement with respect to the
Property, which would encumber or be binding upon the Property from and after
the Closing Date, without in each instance obtaining the prior written consent
of the Purchaser.


 


8.2                            Operation
of Property.  To continue to operate the
Property consistent with past practices.


 


8.3                            Compliance
with Laws, Etc.  To comply in all
material respects with (i) all laws, regulations and other requirements
from time to time applicable of every governmental body having jurisdiction of
the Property, or the use or occupancy thereof, and (ii) all material
terms, covenants and conditions of all agreements affecting the Property.


 


8.4                            Compliance
with Agreements.  To comply with each and every
material term, covenant and condition contained in the Leases and any other
material document or agreement affecting the Property and to monitor compliance
thereunder consistent with past practices.


 


8.5                            Notice of
Material Changes or Untrue Representations.  Upon learning of any material change in any
condition with respect to the Property or of any event or circumstance which
makes any representation or warranty of the Seller to the Purchaser under this
Agreement untrue or misleading, promptly to notify the Purchaser thereof.


 


8.6                            Insurance.  To maintain, or cause to be maintained, all
existing property insurance relating to the Property.


 


8.7                            Approval of
2011 Capital Expenditure Budget.  The Seller
shall prepare for the Purchaser’s review and approval prior to December 31,
2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx
Budget”) (including, without limitation, budgeted items for “building
improvements” and “development and redevelopment”).


 


- 12 -

















 


SECTION 9.                                  APPORTIONMENTS.


 


9.1                            Real
Property Apportionments.  (a)  The
following items shall be apportioned at the Closing as of the close of business
on the day immediately preceding the Closing Date:


 


	
  (i)

  	
  annual rents,
  operating costs, taxes and other fixed charges payable under the Leases;

  
	
   

  	
   

  
	
  (ii)

  	
  percentage rents
  and other unfixed charges payable under the Leases;

  
	
   

  	
   

  
	
  (iii)

  	
  fuel, electric,
  water and other utility costs;

  
	
   

  	
   

  
	
  (iv)

  	
  municipal
  assessments and governmental license and permit fees;

  
	
   

  	
   

  
	
  (v)

  	
  Real estate
  taxes and assessments other than special assessments, based on the rates and
  assessed valuation applicable in the fiscal year for which assessed;

  
	
   

  	
   

  
	
  (vi)

  	
  Water rates and
  charges;

  
	
   

  	
   

  
	
  (vii)

  	
  Sewer and vault
  taxes and rents; and

  
	
   

  	
   

  
	
  (viii)

  	
  all other items
  of income and expense normally apportioned in sales of property in similar
  situations in the jurisdiction where the Property is located.

  



 


If any of the foregoing cannot be apportioned at the
Closing because of the unavailability of the amounts which are to be
apportioned, such items shall be apportioned on the basis of a good faith
estimate by the parties and reconciled as soon as practicable after the Closing
Date but, in any event, no later than one (1) year after the Closing Date.


 


(b)                      If there are water, gas or
electric meters located at the Property, the Seller shall obtain readings
thereof to a date not more than thirty (30) days prior to the Closing Date and
the unfixed water rates and charges, sewer taxes and rents and gas and
electricity charges, if any, based thereon for the intervening time shall be
apportioned on the basis of such last readings. 
If such readings are not obtainable by the Closing Date, then, at the
Closing, any water rates and charges, sewer taxes and rents and gas and electricity
charges which are based on 


 


- 13 -

















 


such
readings shall be prorated based upon the per diem charges obtained by using
the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual
readings, the apportionment of such charges shall be recalculated and the
Seller or the Purchaser, as the case may be, promptly shall make a payment to
the other based upon such recalculations. 
The parties agree to make such final recalculations within sixty (60)
days after the Closing Date.


 


(c)                       If any refunds of real
property taxes or assessments, water rates and charges or sewer taxes and rents
shall be made after the Closing, the same shall be held in trust by the Seller
or the Purchaser, as the case may be, and shall first be applied to the
unreimbursed costs incurred in obtaining the same, then to any required refunds
to tenants under the Leases, and the balance, if any, shall be paid to the
Seller (for the period prior to the Closing Date) and to the Purchaser (for the
period commencing with the Closing Date).


 


(d)                      If, on the Closing Date, the
Property shall be or shall have been affected by any special or general
assessment or assessments or real property taxes payable in a lump sum or which
are or may become payable in installments of which the first installment is
then a charge or lien and has become payable, the Seller shall pay or cause to
be paid at the Closing the unpaid installments of such assessments due and as
of the Closing Date.


 


(e)                       No insurance policies of the
Seller are to be transferred to the Purchaser, and no apportionment of the
premiums therefor shall be made.


 


(f)                          At the Closing, the Seller
shall transfer to the Purchaser the amount of all unapplied security deposits
held pursuant to the terms of the Leases.


 


(g)                        Brokerage commissions,
tenant improvement expenses and other amounts payable by the Seller as landlord
under Leases entered into by the Seller after the date hereof, or in connection
with the renewal or extension of any existing Lease, shall be allocated between
the Seller and the Purchaser at Closing based upon their respective periods of
ownership (calculated on a straight-line basis over the initial term or
extension or renewal period, as applicable), and the Purchaser shall reimburse the
Seller at the Closing for all amounts so allocated to 


 


- 14 -

















 


the
Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at
Closing for all unpaid brokerage commissions, tenant improvement expenses and
other amounts payable by the Seller as landlord under any such new Lease,
renewal or extension that are allocated to the Seller in accordance with the
terms hereof.


 


(h)                       Amounts payable after the
date hereof on account of capital expenditures under the 2010 capital
expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”)
and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively,
the “CapEx Budget”) (including, without limitation, budgeted items for “building
improvements” and “development and redevelopment”), shall be allocated between
the Seller and the Purchaser at Closing based upon their respective periods of
ownership (on a straight line basis), and the Purchaser shall reimburse the
Seller at the Closing for all amounts so allocated to the Purchaser and paid by
the Seller prior to the Closing.  The
Purchaser shall receive a credit at Closing for all unpaid amounts payable on
account of capital expenditures under the CapEx Budget allocated to the Seller
in accordance with the terms hereof.


 


(i)                           If a net amount is owed by
the Seller to the Purchaser pursuant to this Section 9.1, such
amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to
the Seller pursuant to this Section 9.1, such amount shall be added
to the Purchase Price paid to the Seller.


 


(j)                          If, on the Closing Date,
there are past due rents with respect to any Lease, amounts received by the
Purchaser with respect to such Lease after the Closing Date shall be applied, first,
to rents due or to become due during the calendar month in which the Closing
occurs, and then, to all other rents due or past due in inverse order to
the order in which they became due (i.e., first to arrearages most
recently occurring, then to older arrearages). 
Any such past due rents received by the Purchaser, once applied in the
foregoing order of priority, to the extent applicable to the period prior to
the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right
to take any action to collect any past due rents or other amounts following the
Closing; provided, however, the Purchaser shall use commercially
reasonable efforts to collect such past due rents and other amounts, except
that the Purchaser shall 


 


- 15 -

















 


have no
obligation to institute any legal action or proceeding or otherwise enforce any
of its rights and remedies under any Lease in connection with such commercially
reasonable efforts.


 


The provisions of this Section 9.1 shall
survive the Closing.


 


9.2                            Closing
Costs.


 


(a)                       The Purchaser shall pay (i) the
costs of closing and diligence in connection with the transactions contemplated
hereby (including, without limitation, all premiums, charges and fees of the
Title Company in connection with the title examination and insurance policies
to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty
percent (50%) of all documentary, stamp, sales, intangible and other transfer
taxes and fees incurred in connection with the transactions contemplated by
this Agreement, (iii) fifty percent (50%) of all costs, fees and expenses,
including, without, limitation, attorneys’ fees and expenses, incurred in
connection with the implementation of the provisions of Section 4.1(d),
and (iv) fifty percent (50%) of all state, city, county, municipal and
other governmental recording and filing fees and charges.


 


(b)                      The Seller shall pay (i) fifty
percent (50%) of all documentary, stamp, sales, intangible and other transfer
taxes and fees incurred in connection with the transactions contemplated by
this Agreement, and (ii) fifty percent (50%) of all state, city, county,
municipal and other governmental recording and filing fees and charges, and (iii) fifty
percent (50%) of all costs, fees and expenses, including, without, limitation,
attorneys’ fees and expenses, incurred in connection with the implementation of
the provisions of Section 4.1(d).


 


(c)                       Except as otherwise set
forth in this Section 9.2, each party shall pay the fees and
expenses of its attorneys and other consultants.


 


SECTION 10.                          DAMAGE TO
OR CONDEMNATION OF PROPERTY.


 


10.1                            Casualty.  If, prior to the Closing, the Property
is  materially destroyed or damaged by
fire or other casualty, the Seller shall promptly notify the Purchaser of such
fact.  In such event, the Purchaser shall
have the right to terminate this


 


- 16 -
















 


Agreement
by giving notice to the Seller not later than ten (10) days after the
giving of the Seller’s notice (and, if necessary, the Closing Date shall be
extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this
Agreement as aforesaid, this Agreement shall terminate and be of no further
force and effect and no party shall have any liability to the other
hereunder.  If less than a material part
of the Property shall be affected by fire or other casualty or if the Purchaser
shall not elect to terminate this Agreement as aforesaid, there shall be no
abatement of the Purchase Price and the Seller shall assign to the Purchaser at
the Closing the rights of the Seller to the proceeds, if any, under the Seller’s
insurance policies covering the Property with respect to such damage or
destruction and there shall be credited against the Purchase Price the amount
of any deductible, any proceeds previously received by Seller on account
thereof and any deficiency in proceeds.


 


10.2       Condemnation.  If, prior to the Closing, a material part of
the Property (including access or parking thereto), is taken by eminent domain
(or is the subject of a pending taking which has not yet been consummated), the
Seller shall notify the Purchaser of such fact promptly after obtaining
knowledge thereof and the Purchaser shall have the right to terminate this
Agreement by giving notice to the Seller not later than ten (10) days
after the giving of the Seller’s notice (and, if necessary, the Closing Date
shall be extended until one day after the expiration of such ten-day
period).  If the Purchaser elects to
terminate this Agreement as aforesaid, this Agreement shall terminate and be of
no further force and effect and no party shall have any liability to the other
hereunder.  If less than a material part
of the Property shall be affected or if the Purchaser shall not elect to
terminate this Agreement as aforesaid, the sale of the Property shall be consummated
as herein provided without any adjustment to the Purchase Price (except to the
extent of any condemnation award received by the Seller prior to the Closing)
and the Seller shall assign to the Purchaser at the Closing all of the Seller’s
right, title and interest in and to all awards, if any, for the taking, and the
Purchaser shall be entitled to receive and keep all awards for the taking of
the Property or portion thereof.


 


10.3       Survival.  The parties’ obligations, if any, under this Section 10
shall survive the Closing.


 


- 17 -

















 


SECTION 11.       DEFAULT.


 


11.1       Default
by the Seller.  If the
transaction herein contemplated fails to close as a result of the default of
the Seller hereunder, or the Seller having made any representation or warranty
herein which shall be untrue or misleading in any material respect, or the
Seller having failed to perform any of the material covenants and agreements
contained herein to be performed by the Seller, the Purchaser may, as its sole
remedy, either (x) terminate this Agreement (in which case, the Seller
shall reimburse the Purchaser for all of the fees, charges, disbursements and
expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific
performance.


 


11.2       Default
by the Purchaser.  If the
transaction herein contemplated fails to close as a result of the default of
the Purchaser hereunder, or the Purchaser having made any representation or
warranty herein which shall be untrue or misleading in any material respect, or
the Purchaser having failed to perform any of the covenants and agreements
contained herein to be performed by it, the Seller may terminate this Agreement
(in which case, the Purchaser shall reimburse the Seller for all of the fees,
charges, disbursements and expenses of the Seller’s attorneys).


 


SECTION 12.       MISCELLANEOUS.


 


12.1       Allocation of Liability.  It is expressly understood and agreed that
the Seller shall be liable to third parties for any and all obligations,
claims, losses, damages, liabilities, and expenses to the extent arising out of
events, contractual obligations, acts, or omissions of the Seller that occurred
in connection with the ownership or operation of the Property during the period
in which the Seller owned the Property prior to the Closing and the Purchaser shall
be liable to third parties for any and all obligations, claims, losses,
damages, liabilities and expenses to the extent arising out of events,
contractual obligations, acts, or omissions of the Purchaser that occur in
connection with the ownership or operation of the Property during the period in
which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1
shall survive the Closing.


 


12.2       Brokers.  Each of the parties hereto represents to the
other parties that it dealt with no broker, finder or like agent in connection
with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless
the other party and its respective legal 


 


- 18 -

















 


representatives,
heirs, successors and assigns from and against any loss, liability or expense,
including reasonable attorneys’ fees, charges and disbursements arising out of
any claim or claims for commissions or other compensation for bringing about
this Agreement or the transactions contemplated hereby made by any other
broker, finder or like agent, if such claim or claims are based in whole or in
part on dealings with the indemnifying party. 
The provisions of this Section 12.2 shall survive the Closing.


 


12.3       Publicity.  The parties agree that, except as otherwise
required by law or the rules of the national securities exchange upon
which the applicable party’s shares are listed for trading, and except for the
exercise of any remedy hereunder, no party shall, with respect to this
Agreement and the transactions contemplated hereby, contact or conduct
negotiations with public officials, make any public pronouncements, issue press
releases or otherwise furnish information regarding this Agreement or the transactions
contemplated to any third party without the consent of the other party, which
consent shall not be unreasonably withheld, conditioned or delayed.


 


12.4       Notices.  (a)  Any and all notices, demands,
consents, approvals, offers, elections and other communications required or
permitted under this Agreement shall be deemed adequately given if in writing
and the same shall be delivered either in hand, by telecopier with confirmed
receipt, or by mail or Federal Express or similar expedited commercial carrier,
addressed to the recipient of the notice, postpaid and registered or certified
with return receipt requested (if by mail), or with all freight charges prepaid
(if by Federal Express or similar carrier).


 


(b)      All notices required or permitted to be sent
hereunder shall be deemed to have been given for all purposes of this Agreement
upon the date of acknowledged receipt, in the case of a notice by telecopier,
and, in all other cases, upon the date of receipt or refusal, except that
whenever under this Agreement a notice is either received on a day which is not
a Business Day or is required to be delivered on or before a specific day which
is not a Business Day, the day of receipt or required delivery shall
automatically be extended to the next Business Day.


 


(c)      All such
notices shall be addressed,


 


- 19 -

















 


if to the Seller, to:


 


c/o CommonWealth REIT

400 Centre Street

Newton, Massachusetts  02458

Attn:  Mr. John C. Popeo

Telecopier No. (617) 928-1305


 


with a copy to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, 34th Floor

Los Angeles, California 90071

Attn:  Meryl K. Chae, Esq.

Telecopier No. (213) 621-5035


 


if to the Purchaser, to:


 


Senior Housing Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Attn:  Mr. David J. Hegarty

Telecopier No. (617) 796-8349


 


with a copy to:


 


Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts  02109

Attn:  Nancy S. Grodberg, Esq.

Telecopier No. (617) 338-2880


 


(d)      By notice
given as herein provided, the parties hereto and their respective successor and
assigns shall have the right from time to time and at any time during the term
of this Agreement to change their respective addresses effective upon receipt
by the other parties of such notice and each shall have the right to specify as
its address any other address within the United States of America.


 


12.5       Waivers, Etc.  Subject to the terms of the last paragraph of
Section 6, any waiver of any term or condition of this Agreement,
or of the breach of any covenant, representation or warranty contained herein,
in any one instance, shall not operate as or be deemed to be or construed as a
further or continuing waiver of any other breach of such term, condition,
covenant, representation or warranty or any other term, condition, covenant,
representation or warranty, nor shall any 


 


- 20 -

















 


failure at
any time or times to enforce or require performance of any provision hereof
operate as a waiver of or affect in any manner such party’s right at a later
time to enforce or require performance of such provision or any other provision
hereof.  This Agreement may not be
amended, nor shall any waiver, change, modification, consent or discharge be effected,
except by an instrument in writing executed by or on behalf of the party
against whom enforcement of any amendment, waiver, change, modification,
consent or discharge is sought.


 


12.6       Assignment;
Successors and Assigns. 
Subject to Section 12.15, this Agreement and all rights and
obligations hereunder shall not be assignable, directly or indirectly, by any
party without the written consent of the other, except that the Purchaser may
assign this Agreement to any entity wholly owned, directly or indirectly, by
the Purchaser; provided, however, that, in the event this
Agreement shall be assigned to any one or more entities wholly owned, directly
or indirectly, by the Purchaser, the Purchaser named herein shall remain liable
for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective legal
representatives, successors and permitted assigns.  This Agreement is not intended and shall not
be construed to create any rights in or to be enforceable in any part by any
other persons.


 


12.7       Severability.  If any provision of this Agreement shall be
held or deemed to be, or shall in fact be, invalid, inoperative or
unenforceable as applied to any particular case in any jurisdiction or
jurisdictions, or in all jurisdictions or in all cases, because of the conflict
of any provision with any constitution or statute or rule of public policy
or for any other reason, such circumstance shall not have the effect of
rendering the provision or provisions in question invalid, inoperative or
unenforceable in any other jurisdiction or in any other case or circumstance or
of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable to the extent that such other provisions are not
themselves actually in conflict with such constitution, statute or rule of
public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative or unenforceable provision
had never been contained herein and such provision reformed so that it would be
valid, operative and enforceable to the maximum extent permitted in such
jurisdiction or in such case.


 


- 21 -

















 


12.8       Counterparts
Complete Agreement, Etc.  This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.  This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
shall supersede and take the place of any other instruments purporting to be an
agreement of the parties hereto relating to the subject matter hereof.


 


12.9       Performance
on Business Days.  In the
event the date on which performance or payment of any obligation of a party
required hereunder is other than a Business Day, the time for payment or
performance shall automatically be extended to the first Business Day following
such date.


 


12.10     Attorneys’
Fees.  If any lawsuit or
arbitration or other legal proceeding arises in connection with the
interpretation or enforcement of this Agreement, the prevailing party therein
shall be entitled to receive from the other party the prevailing party’s costs
and expenses, including reasonable attorneys’ fees incurred in connection
therewith, in preparation therefor and on appeal therefrom, which amounts shall
be included in any judgment therein.


 


12.11     Section and Other Headings.  The headings contained in this Agreement are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


 


12.12     Time of Essence.  Time shall be of the essence with respect to
the performance of each and every covenant and obligation, and the giving of
all notices, under this Agreement.


 


12.13     Governing Law.  This Agreement shall be interpreted,
construed, applied and enforced in accordance with the laws of The Commonwealth
of Massachusetts.


 


12.14     Arbitration.  Any party hereto may elect to submit any
dispute hereunder that has an amount in controversy in excess of $250,000 to
arbitration hereunder.  Any such
arbitration shall be conducted in Boston, Massachusetts in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then
pertaining and the decision of the arbitrators with respect to such dispute
shall be binding, final and conclusive on the parties.


 


In the event any party hereto shall elect to submit
any such dispute to arbitration hereunder, the Seller and the 


 


- 22 -

















 


Purchaser shall each appoint and pay all fees of a fit
and impartial person as arbitrator with at least ten (10) years’ recent
professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in
writing by each party to the other, and the arbitrators so appointed, in the
event of their failure to agree within thirty (30) days after the appointment
of the second arbitrator upon the matter so submitted, shall appoint a third
arbitrator.  If either the Seller or the
Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of
ten (10) days after written notice from the other party to make such
appointment, then the arbitrator appointed by the party having made such
appointment shall appoint a second arbitrator and the two (2) so appointed
shall, in the event of their failure to agree upon any decision within thirty
(30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third
arbitrator within forty five (45) days after the appointment of the second
arbitrator, then such third arbitrator shall be appointed by the American
Arbitration Association from its qualified panel of arbitrators, and shall be a
person having at least ten (10) years’ recent professional experience as
to the subject matter in question.  The
fees of the third arbitrator and the expenses incident to the proceedings shall
be borne equally between the Seller and the Purchaser, unless the arbitrators
decide otherwise.  The fees of respective
counsel engaged by the parties, and the fees of expert witnesses and other
witnesses called for by the parties, shall be paid by the respective party
engaging such counsel or calling or engaging such witnesses.


 


The decision of the arbitrators shall be rendered
within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in
duplicate, one counterpart thereof to be delivered to the Seller and one to the
Purchaser.  A judgment of a court of
competent jurisdiction may be entered upon the award of the arbitrators in
accordance with the rules and statutes applicable thereto then obtaining.


 


12.15     Like Kind Exchange.  At either party’s request, the non-requesting
party will take all actions reasonably requested by the requesting party in
order to effectuate all or any part of the transactions contemplated by this
Agreement as a forward or reverse like-kind exchange for the benefit of the
requesting party in accordance with Section 1031 of the Internal Revenue
Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including
executing an instrument acknowledging and consenting to any assignment by the
requesting party of its rights 


 


- 23 -

















 


hereunder to a qualified intermediary or an exchange
accommodation titleholder.  In
furtherance of the foregoing and notwithstanding anything contained in this
Agreement to the contrary, the requesting party may assign its rights under
this Agreement to a “qualified intermediary” or an “exchange accommodation
titleholder” in order to facilitate, at no cost or expense to the other, a
forward or reverse like-kind exchange under Section 1031 of the Internal Revenue
Code; provided, however, that such assignment will not relieve
the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to
issue all closing documents, including the deed or other operative conveyance
instrument, to the applicable qualified intermediary or exchange accommodation
titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event
shall the non-requesting party incur or be subject to any liability that is not
otherwise provided for in this Agreement.


 


12.16     Recording.  This Agreement may not be recorded without
the prior written consent of both parties.


 


12.17     Non-liability
of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing
Senior Housing Properties Trust, dated September 20, 1999, as amended and
supplemented, as filed with the State Department Of Assessments and Taxation of
Maryland, provides that no trustee, officer, shareholder, employee or agent of
Senior Housing Properties Trust shall be held to any personal liability,
jointly or severally, for any obligation of, or claim against, Senior Housing
Properties Trust.  All persons dealing
with Senior Housing Properties Trust in any way shall look only to the assets of
Senior Housing Properties Trust for the payment of any sum or the performance
of any obligation.


 


12.18     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is
a sophisticated purchaser of real properties and that it is aware of all disclosures
the Seller is or may be required to provide to the Purchaser in connection with
the transactions contemplated hereby pursuant to any law, rule or
regulation (including those of Massachusetts and those of the state in which
the Property is located).   The Purchaser
hereby acknowledges that, prior to the execution of this Agreement, the
Purchaser has had access to all information necessary to acquire the Property
and the Purchaser acknowledges that the Seller has fully and completely
fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely
discharges the Seller from any further disclosure obligations whatsoever
relating to the 


 


- 24 -

















 


Property.  In addition to the actions recited herein and
contemplated to be performed, executed, and/or delivered by the Seller and the
Purchaser, the Seller and the Purchaser agree to perform, execute and/or
deliver or cause to be performed, executed and/or delivered at the Closing or
after the Closing any and all such further acts, instruments, deeds and
assurances as may be reasonably required to establish, confirm or otherwise
evidence the Seller’s satisfaction of any disclosure obligations or to
otherwise consummate the transactions contemplated hereby.


 


[Signature page follows.]


 


- 25 -

















 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as a sealed instrument as of the date first above
written.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  HRP NOM L.P.,  a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  HRP Nom L.L.C., a Delaware
  limited liability company, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HRP Nom Inc., a Delaware
  corporation, its managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John
  C. Popeo

  
	
   

  	
   

  	
   

  	
  John C. Popeo, Treasurer and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  SENIOR HOUSING PROPERTIES TRUST,
  a Maryland real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  J. Hegarty

  
	
   

  	
   

  	
  David J. Hegarty, President

  



 


- 26 -
















 


SCHEDULE A


 


Land


 


[See attached legal description.]


 

















 


5260 Naiman Parkway

Solon, OH


 


Situated in the City of Solon, County of Cuyahoga and
State of Ohio:


 


And known as being a part of the Original Solon Township
Lot No. 1 in Tract No.1 and further described as follows:


 


Beginning in the centerline of Naiman Parkway (70 feet
wide) at a point distant 420.84 feet southerly as measured along said
centerline from the northerly extent of dedication as shown on the Dedication
Plat of Naiman Parkway as recorded in Volume 209, Page 20 of Cuyahoga
County Map Records, said point being South 01 deg. 42’ 17” West, 67.18 feet
from the point of tangency of curve “B” as shown on said Dedication Plat;


 


Thence North 88 deg. 17’ 43” West, a distance of 35.00
feet to a point in the westerly line of said Naiman Parkway and the Principal
place of Beginning for the parcel of land herein described;


 


Thence continuing North 88 deg. 17’ 43” West, a distance
of 438.00 feet to a point in the westerly line of said Original Solon Township
Lot No.1;


 


Thence South 01 deg. 42’ 17” West along said Westerly
line of Original Solon Township Lot No. 1, a distance of 639.00 feet to a
point;


 


Thence South 88 deg. 17’ 43” East, a distance of 438.00
feet to a point in the westerly sideline of Naiman Parkway;


 


Thence North 01 deg. 42’ 17” East, along said westerly
sideline of Naiman Parkway, a distance of 639.00 feet to the Principal Place of
Beginning, and containing 6.4252 acres of land, be the same more or less, but
subject to all legal highways.


 

















 


SCHEDULE B


 


Rent Roll


 


[See attached copy.]


 

















 


INDEX


Lease


 


5260 Naiman Parkway


Cardinal Health 200, Inc.


 


1.                                    Lease
Agreement, dated September 14, 1988, by and between Equitec Real Estate
Investors Fund XVI (“Lessor”) and Baxter Healthcare Corporation (“Lessee”).


 


2.                                    First
Amendment,
dated November 12, 1993, by and between Hallwood REI Fund XVI, successor
in interest to Equitec Real Estate Investors Fund XVI (“Lessor”) and Baxter
Healthcare Corporation (“Lessee”).


 


3.                                    Consent of
Landlord,
dated August 8, 1996, by and among Hallwood 95, L.P. (“Landlord”), Baxter
Healthcare Corporation (“Assignor”) and Allegiance Healthcare Corporation (“Assignee”).


 


4.                                    Assignment
and Assumption,
dated September 30, 1996, by and between Baxter Healthcare Corporation (“Assignor”)
and Allegiance Healthcare Corporation (“Assignee”).


 


5.                                    Second
Amendment,
dated October 15, 1998, by and between Hallwood 95, L.P., successor in
interest to Hallwood REI Fund XVI (“Lessor”) and Allegiance Healthcare
Corporation f/k/a Baxter Healthcare Corporation (“Lessee”).


 


6.                                    Third
Amendment,
dated August 27, 1999, by and between Hallwood 95, L.P. (“Lessor”) and
Allegiance Healthcare Corporation f/k/a Baxter Healthcare Corporation (“Lessor”).


 


7.                                    Fourth
Amendment to Lease, dated March 25, 2004, by and between Hallwood 95,
L.P. (“Lessor”) and Cardinal Health 200, Inc. f/k/a Allegiance Healthcare
Corporation, and also f/k/a Baxter Healthcare Corporation (“Lessor”).


 


8.                                    Fifth
Amendment to Lease, dated November 12, 2007, by and between HRP Nom
L.P. formerly known as Hallwood 95, L.P. (“Lessor”) and Cardinal Health 200, Inc.
(“Lessee”).


 

















 


SCHEDULE C


 


Form of Deed


 

















 


SPECIAL WARRANTY DEED

(Contribution)


 


	
  STATE OF OHIO

  	
  §

  	
   

  
	
   

  	
  §

  	
  KNOW ALL MEN BY THESE PRESENTS

  
	
  COUNTY OF 

  	
   

  	
   

  	
  §

  	
   

  
					



 


THAT HALLWOOD REALTY PARTNERS, L.P. (“HRP”), a
Delaware limited partnership, and HWG REALTY INVESTORS, INC. (“HWG”)
a Delaware corporation (HRP and HWG are hereinafter referred to collectively as
“Grantor”), as a contribution to Grantee (defined herein) for valuable
consideration paid, Grant(s), with limited warranty covenants, to HALLWOOD 95,
L.P. (“Grantee”), a Delaware limited partnership, whose tax mailing address is
3710 Rawlins, Suite 1500, Dallas, Texas 75219, the following described
Real Property:


 


See Exhibit “A”, attached hereto and incorporated herein by reference.


 


WHEREAS, this contribution shall be effectuated by (i) a
portion of HRP’s interest in the Property being contributed directly into
Assignee and (ii a portion of HRP’s interest (the “HRP Interest”) in the
Property being contributed into HRP 95, L.L.C., a Delaware limited liability
company, who in turn will contribute all of the HRP Interest to Assignee.  This will result in a contribution to
Assignee of all of HRP’s interest in and to the Property.


 


WHEREAS, this contribution shall be effectuated by (i) HWG
contributing all of its interest in the Property (the “HWG Interest”) to
HWG 95 Advisors, Inc. (“HWG 95”), a Delaware limited liability
company, (ii) HWG 95 immediately contributing the HWG Interest to HRP 95,
LLC. (“HRP 95”), a Delaware limited liability corporation, and (iii) HRP
95 immediately contributing the HWG Interest to Assignee.


 


	
   

  	
  HALLWOOD REALTY PARTNERS, LP., a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Hallwood Realty Corporation,

  
	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  HWG REALTY INVESTORS, INC.

  
	
   

  	
  a Delaware corporation:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


Witness _____ hand(s) this ____ day of September,
1995.


 


Signed and acknowledged in the presence of:


 




	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


	
  STATE OF OHIO

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  COUNTY OF 

  	
   

  	
   

  	
  §

  	
   

  
					



 


Be It Remembered, That on the _____ day of September,
1995, before me, the subscriber, a Delaware general partnership, in and for
said county, personally came HALLWOOD REALTY PARTNERS, L.P., a Delaware limited
partnership, the Grantor in the foregoing Deed, and acknowledged the signing
thereof to be its voluntary acts and deed.


 


In Testimony Whereof, I have hereunto subscribed my
hand and affixed my ____ seal on the day and year aforesaid.


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name

  	
   

  



 


** By HALLWOOD REALTY CORPORATION, A DELAWARE
CORPORATIN, GENERAL PARTNER, BY ITS VICE PRESIDENT, JEFFREY D. CENT.


 


	
  STATE OF OHIO

  	
  §

  	
   

  
	
   

  	
  §

  	
   

  
	
  COUNTY OF 

  	
   

  	
   

  	
  §

  	
   

  
					



 


 


Be It Remembered, That on the _____ day of September,
1995, before me, the subscriber, a Delaware general partnership, in and for
said county, personally came HWG REALTY INVESTORS, INC., a Delaware
corporation, the Grantor in the foregoing Deed, and acknowledged the signing
thereof to be its voluntary acts and deed.


 


In Testimony Whereof, I have hereunto subscribed my
hand and affixed my ____ seal on the day and year aforesaid.


 


	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  Printed
  Name

  



 


	
  This instrument was prepared by:     
  Mark A. Weibel, Esq.

  
	
   

  	
  Jenkins & Gilchrist, a Professional
  Corporation

  
	
   

  	
  1446 Ross Avenue, Suite 3200

  
	
   

  	
  Dallas, Texas 75202

  



 


***BY JEFFREY D. CENT, VICE PRESIDENT


 

















 


EXHIBIT A


 


(See attached document)