exv10w9



 






Exhibit 10.9




      



AGREEMENT OF SALE


BY AND BETWEEN


MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED

LIABILITY COMPANY




as Seller,


AND


HINES REIT PROPERTIES, L.P.




as Buyer.



      




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Sale and Purchase
	 	 	1	 
	 
	 	 	 	 
	2. Purchase Price
	 	 	2	 
	 
	 	 	 	 
	3. Closing
	 	 	2	 
	 
	 	 	 	 
	4. Condition of Title
	 	 	3	 
	 
	 	 	 	 
	5. Assignment of Existing Leases and Existing Agreements
	 	 	6	 
	 
	 	 	 	 
	6. Apportionments
	 	 	8	 
	 
	 	 	 	 
	7. Closing Costs
	 	 	12	 
	 
	 	 	 	 
	8. Municipal Improvements/Notices
	 	 	12	 
	 
	 	 	 	 
	9. Seller’s Representations
	 	 	13	 
	 
	 	 	 	 
	10. Seller’s Additional Covenants
	 	 	15	 
	 
	 	 	 	 
	11. Buyer Representations
	 	 	16	 
	 
	 	 	 	 
	12. Conditions Precedent to Closing
	 	 	17	 
	 
	 	 	 	 
	13. Deliveries at Closing
	 	 	19	 
	 
	 	 	 	 
	14. Default
	 	 	21	 
	 
	 	 	 	 
	15. Notices; Computation of Periods
	 	 	22	 
	 
	 	 	 	 
	16. Fire or Other Casualty
	 	 	23	 
	 
	 	 	 	 
	17. Condemnation
	 	 	24	 
	 
	 	 	 	 
	18. Assignability
	 	 	25	 
	 
	 	 	 	 
	19. Inspections/Inspection Period
	 	 	26	 
	 
	 	 	 	 
	20. Brokers
	 	 	28	 
	 
	 	 	 	 
	21. Condition of Premises
	 	 	28	 
	 
	 	 	 	 
	22. Survival of Provisions
	 	 	31	 
	 
	 	 	 	 
	23. Miscellaneous
	 	 	32	 






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	 	 	Page	 
	24. ERISA
	 	 	34	 
	 
	 	 	 	 
	25. Sophistication of the Parties
	 	 	35	 
	 
	 	 	 	 
	26. Limited Liability
	 	 	35	 
	 
	 	 	 	 
	27. Enforcement
	 	 	35	 
	 
	 	 	 	 
	28. Deposit Instructions
	 	 	35	 
	 
	 	 	 	 
	29. Assumption of Existing Financing
	 	 	36	 
	 
	 	 	 	 
	EXHIBIT A LEGAL DESCRIPTION
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT B PERSONAL PROPERTY
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT C-1 CERTAIN PERMITTED ENCUMBRANCES
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT C-2 TITLE COMMITMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT D EXISTING LEASES
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT E EXISTING AGREEMENTS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT F ASSIGNMENT AND ASSUMPTION OF LEASES
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT F-1 GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT G LEASING COMMISSIONS AND TENANT IMPROVEMENTS COSTS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT H TENANT ESTOPPEL CERTIFICATE
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT I PENDING LITIGATION
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT J SPECIAL WARRANTY DEED
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT K BILL OF SALE
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT L FIRPTA CERTIFICATION
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT M FORM OF NOTICE TO TENANTS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT N EXISITING LOAN TRANSFER CONDITIONS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT O RENT ROLL
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT P LENDER ESTOPPEL CERTIFICATE STATEMENTS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT Q TAX CERTIORARI PROCEEDINGS
	 	 	 	 






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AGREEMENT OF SALE




     AGREEMENT
(this “Agreement”) made this ___ day of October, 2005 by and between MIAMI RPFIV
AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY (“Seller”), a Delaware limited
liability company, having an office c/o GE Asset Management Incorporated, 3003 Summer Street,
Stamford, Connecticut 06905, and HINES REIT PROPERTIES, L.P.
(“Buyer”), a Delaware limited
partnership, having an office at 70 West Madison Street, Suite 440, Chicago, Illinois 60602.



WITNESSETH:




     1. Sale and Purchase. Seller hereby agrees to sell and convey to Buyer, and Buyer
hereby agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, all of
the following (hereinafter referred to individually as the “Property” and collectively, the
“Properties”):



          (a) Real Property. Those certain lots or parcels of real property located in the City
of Miami, County of Miami-Dade, and State of Florida and commonly known as the Miami Airport
Corporate Center, Miami, Florida, which are more particularly described on Exhibit “A”
hereto, (the “Land”) and the buildings and improvements, if any, situate on each such parcel
(collectively, the “Improvements”) as well as any and all rights, title and interest of Seller (if
any) in and to adjacent streets and rights-of-way, easements, appurtenances, strips, gores, zoning,
development rights, and other general intangibles to the extent relating to the Land and
Improvements (together with the Land and other Improvements, collectively, the “Premises”);



          (b) Personal Property. The fixtures, furnishings, equipment, inventory, appliances
and other items of tangible and intangible personal property, if any, owned by Seller and located
on, and used in connection with the operation of the Premises, including, without limitation the
items, if any, listed on Exhibit “B” hereto (collectively, the “Personal Property”), but
specifically excluding any such fixtures, furnishings, equipment, inventory, appliances and other
items of tangible and intangible personal property owned or belonging to any Tenants at the
Properties. No portion of the Purchase Price is being allocated to the Personal Property and no
separate consideration is to be paid on account of the same;



          (c) Leases. All of Seller’s right, title and interest in, to and under all the
Existing Leases (as hereinafter defined), which are then in effect on the Closing Date, together
with any guaranties thereof and any unapplied security deposited by the tenants thereunder;



          (d) Service Contracts. To the extent transferable, all of Seller’s right, title and interest in, to and under the
service, maintenance, supply and other contracts to the extent relating to the operation,
maintenance and construction of the Properties (collectively, together with any amendments or
modifications thereto, the “Contracts”); and



          (e) Related Materials. To the extent transferable and in the possession of Seller or
“Seller’s Property Manager” (as hereinafter defined), relating solely to the Properties and not
related solely to Seller’s business separate and apart from its ownership of the Properties, all
other licenses, permits guaranties, warranties, certificates of occupancy, architectural,



 









 




mechanical, electrical and structural plans, studies, drawings, specifications, surveys,
renderings, books and records (exclusive of “Excluded Documents”, as such term is defined in
Paragraph 19(a)), telephone numbers and telephone exchanges, websites, trade names, marks, logos,
copyrights, and any appurtenant registrations, filings or goodwill, to the extent used by Seller in
connection with the operation and identification of the Properties, including the name “Miami
Airport Corporate Center”, if any, which relate to the Properties. As used herein, “Seller’s
Property Manager” shall mean CB Richard Ellis.




     2. Purchase Price. The purchase price to be paid by Buyer to Seller for the Premises
and the Personal Property is the sum of One Hundred Fifty Seven Million One Hundred Thousand
Dollars ($157,100,000) (the “Purchase Price”), adjusted in accordance with Section 6 hereof. The
Purchase Price shall be paid as follows:



          (a) Deposit. The sum of Five Million Dollars ($5,000,000.00) (the “Deposit”) shall be
deposited with First American Title Insurance Company (the “Escrowee”) within one (1) business day
of the execution of this Agreement by Buyer and Seller and delivery of a fully-executed counterpart
to each (the “Effective Date”). The Escrowee shall, pending consummation of this transaction, hold
the Deposit in escrow in an interest bearing account in accordance with the terms and provisions of
this Agreement. All interest earned on the Deposit shall be added to and made a part of the
Deposit for all purposes hereof, shall be deemed income of Buyer. At Closing, the Deposit shall be
paid to Seller and credited against the Purchase Price.



          (b) An amount equal to the unpaid outstanding principal balance as of the Closing Date of the
Existing Loan (as hereinafter defined), to be paid by Buyer’s assumption of the Existing Loan and
taking title to the Premises subject to the Existing Loan Documents (as hereinafter defined) (such
amount being herein called the “Loan Balance”).



          (c) Closing Payment. At Closing, Buyer shall pay the balance of the Purchase Price,
adjusted as hereinafter provided, to Seller, either directly or, if the Closing occurs in escrow
with the Title Company, through the Title Company, by wire transfer of immediate federal funds, to
accounts specified by Seller at a bank designated by Seller.



     3. Closing



          (a) The closing of the transfers contemplated hereby (the “Closing”) shall be held and
completed on or before the date (herein, the “Scheduled Closing Date”) which is the later to occur
of: (i) ten (10) days after the expiration of the Inspection Period, or (ii) ten (10) days after
receipt of the Assumption Approval (as hereinafter defined) in accordance with Paragraph 29 of
this Agreement. The Closing shall occur through an escrow with the Title Company or in another
mutually agreeable manner and location. The date on which the Closing shall actually occur shall
be referred to herein as the “Closing Date”.



          (b) Designation of Reporting Person. In order to assure compliance with the
requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Code”), and any
related reporting requirements of the Code, the parties agree as follows:



                    The Escrowee is designated as the person to be responsible for all information reporting under
Section 6045(e) of the Code.



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               (i) Seller and Buyer shall:




	 	(A)	 	provide to the Escrowee all
information and certifications regarding such party, as
reasonably requested by the Escrowee or otherwise required to be
provided by a party to the transaction described herein under
Section 6045 of the Code; and
	 
	 	(B)	 	provide to the Escrowee such
party’s taxpayer identification number and a statement (on
Internal Revenue Service Form W-9 or an acceptable substitute
form, or on any other form the applicable current or future Code
sections and regulations might require and/or any form requested
by the Escrowee), signed under penalties of perjury, stating
that the taxpayer identification number supplied by such party
to the Escrowee is correct.





          (c) The Closing shall be contingent upon the closing of title of each of the Properties which
comprise the Premises. Buyer’s wrongful failure to purchase, and Seller’s wrongful failure to
sell, each and every one of the Properties shall constitute a default hereunder.



     4. Condition of Title.



          (a) Title to Premises. Fee simple title to the Premises shall be conveyed by Seller to Buyer at Closing by the Deed,
as hereinafter defined, subject only to the Permitted Encumbrances. Seller’s interest in the
Personal Property shall be conveyed by Seller to Buyer at Closing by the Bill of Sale, as
hereinafter defined. Title to the Premises shall be such as will be insured by First American
Title Insurance Company (the “Title Company”), as provided herein pursuant to the standard
stipulations and conditions of the most current standard ALTA form of Owner’s Title Insurance
Policy in use in the State of Florida, as modified as provided herein, free and clear of all liens
and encumbrances, except for the Permitted Encumbrances. The term “Permitted Encumbrances” shall
mean: (u) all instruments securing the Existing Loan; (v) the “Existing Leases” (as such term is
defined below) in effect as of the Closing Date; (w) the matters affecting the Premises as set
forth on Exhibit “C-1” attached hereto; (x) any additional matters set forth in the FATIC
Title Commitment (as such term is defined below) and/or reflected on any Survey Plan (as such term
is defined below) as to which Buyer does not timely object in accordance with this Paragraph 4, (y)
any matters reflected on any update of the FATIC Title Commitment as to which Buyer does not timely
object in accordance with this Paragraph 4; and (z) any matters pertaining to the organization or
authority of the Buyer or created by, through, under, at the instance or with the consent of the
Buyer. Title to the Personal Property, if any, shall also be subject to the Permitted
Encumbrances, to the extent applicable.



     (b) Survey. Within five (5) days of the Effective Date, Buyer will order, at its sole
cost and expense, a physical survey or survey update (herein, each, a
“Survey Plan”), from a
licensed surveyor, of the Premises, to be certified to Seller, Buyer, Lender, and the Title Company
and sufficient to permit the Title Company to omit an exception to title for items



- 3 -









 




shown on current
surveys of the Premises, except as shown on the Survey Plans. Nothing contained in this Agreement,
including the provisions of Paragraph 1(a), shall constitute any warranty, representation or
agreement by Seller as to the location of separate lots in, or acreage of, the Premises.




          (c) Title Defects. 



               (i) Attached hereto as Exhibit “C-2” is a title commitment from the Title Company with
respect to the Premises (the “FATIC Title Commitment”). At or before the Closing, Seller shall
provide the Title Company with (A) affidavits or other instruments sufficient to satisfy those
requirements referenced on Schedule B-I of the FATIC Title Commitment as item 3 (but only with
respect to contractors and materialmen engaged by Seller), item 4, item 5 (exclusive of Notices of
Commencement with respect to matters for which Buyer will assume responsibility to complete under
the terms of this Agreement) and item 6 and (B) an Affidavit of Title sufficient to (x) limit
exception 2 appearing on Schedule B-II of the FATIC Title Commitment to the rights or claims of
parties in possession as tenants only under the Existing Leases in effect at Closing, (y) remove
exception 5 appearing on Schedule B-II of the FATIC Title Commitment to the extent applicable to
any such lien rights available to contractors engaged by Seller (exclusive of lien rights
available to contractors with respect to matters for which Buyer will assume responsibility to
complete under the terms of this Agreement), and (z) remove exception 7 appearing on Schedule B-II
of the FATIC Title Commitment. Except as otherwise expressly provided in this Paragraph 4, or
agreed to in
writing by Seller pursuant to a response to Buyer’s Title Notice, Seller shall have no
obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be
omitted or removed from any title commitment or any title insurance policy to be issued in
connection with the sale of the Premises; provided, Seller’s failure to remove any matter that is
not a Permitted Encumbrance will give rise to Buyer’s rights under subparagraph (e) of this
Paragraph 4.



               (ii) Buyer shall be deemed to have waived its right to object to any encumbrance or other
title exception or matter reflected in the FATIC Title Commitment and any matter reflected on a
Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to any
such matter that is not a Permitted Encumbrance (a “Title Notice”) by the expiration of the
Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or
survey matter raised in any Title Notice, except for the monetary liens referred to in
subparagraph (e) of this Paragraph 4 that are to be paid by Seller at or before Closing or as
provided in subparagraph (i) above. Upon Buyer’s failure to timely object, any encumbrance or
other title exception or matter reflected on the FATIC Title Commitment or Survey Plans, and any
update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right,
at its sole option, upon written notice given to Buyer within ten (10) days of receipt of Buyer’s
Title Notice, (A) of either (X) agreeing to remove any encumbrance or other title exception or
matter which is not a Permitted Encumbrance or (Y) providing the Title Company such assurances as
the Title Company requires to insure Buyer against any loss arising from such encumbrance or other
title exception or matter, provided Buyer reasonably approves insuring over any title exception,
or (B) subject to subparagraph (e) of this Paragraph 4, elect to do neither (X) nor (Y), in which
event Buyer shall have the rights set forth in



- 4 -









 




subparagraph (e) of this Paragraph 4. Failure by
Seller to deliver such notice shall be deemed an election under subparagraph (B) above.




          (d) Reliance on Title Policy. Buyer acknowledges that Seller makes no representation
whether or not the Title Company will issue a title insurance policy on the Closing Date in any
particular form or whether or not the Title Company will raise any additional exceptions to title
at any time, omit any exceptions to title or issue any endorsements to the title insurance policy
to be issued at the Closing, regardless of any information contained in the Title Commitment or
disseminated between the date hereof and the Closing. Notwithstanding that the FATIC Title
Commitment is attached to this Agreement, Buyer, at its sole cost and expense, shall pay at the
Closing all premiums, charges and disbursements required by the Title Company for issuance of the
title insurance policies and issuance of any endorsements Buyer may request. Notwithstanding
anything contained in this Agreement to the contrary, with respect to all matters affecting title
to the Premises and any liens or other encumbrances affecting the Premises, Buyer acknowledges and
agrees that if Buyer has a claim under its title insurance policy and the subject matter of that
claim also constitutes a breach of any warranty made by Seller in this Agreement or the Deed, Buyer
agrees that it will look first to its title insurance policy for recovery on such claim, and Buyer
shall not assert any claim against Seller for a breach of a representation, warranty or covenant
with respect to such claim unless and until Buyer has pursued its remedies against the Title
Company to final judgment and has not been made whole. The provisions of this subparagraph (d)
shall survive Closing and delivery of the Deed.



          (e) Failure of Title. If on or before the Closing Date title to the Premises is not
insurable as set forth in the third sentence of subparagraph (a) above and Seller does not elect to
cure same as provided in subparagraph (c)(ii) above, Buyer shall elect, as its sole right and
remedy by reason thereof, within five (5) business days after receipt of Seller’s notice in
accordance with the penultimate sentence of subparagraph (c)(ii) above, either (i) to take such
title to the Premises as Seller can convey, with no abatement or reduction of the Purchase Price
(except as set forth below) or (ii) upon written demand by Buyer to Seller and Escrowee, to
terminate this Agreement and receive the return of the Deposit. Notwithstanding the foregoing
provisions of this Paragraph 4, (A) Buyer agrees to accept title to the Premises and Personal
Property subject to judgments against Seller and/or monetary liens if the Title Company insures
Buyer against any loss by reason of such judgments and/or liens and (B) Seller shall be obligated
to cause the removal of, or indemnify the Title Company against loss by reason thereof to permit
the Title Company to insure Buyer against loss by reason of, any monetary lien or judgment for a
liquidated sum filed against the Premises prior to Closing, other than the liens created due to any
act or omission of the Buyer or any liens referred to in Paragraph 19(b), provided such monetary
lien or judgment, when aggregated with other monetary liens or judgments for liquidated sums filed
against the Premises prior to Closing, do not exceed $500,000.00. If there exist monetary liens or
judgments for liquidated sums filed against the Premises in excess of $500,000 and Seller, in its
sole discretion, does not elect to cause the removal of, or cause the Title Company to insure Buyer
against loss by reason of, such monetary liens or judgments in excess of $500,000, then Buyer may
elect, as its sole right and remedy within five (5) business days of Seller’s notice in accordance
with the penultimate sentence of paragraph (c) above either (i) to take such title to the Premises
as Seller can convey, with an abatement or reduction of the Purchase Price equal to the positive
difference between $500,000 minus the aggregate amount of



- 5 -









 





          all monetary liens or judgments which Seller has either removed or caused the Title Company to
insure Buyer against loss by reason thereof or (ii) upon written demand by Buyer to Seller and
Escrowee, to terminate this Agreement and receive a return of the Deposit. Upon the return of the
Deposit, this Agreement shall be and become null and void, neither party shall have any further
rights or obligations hereunder (except for the indemnity obligations of Buyer to Seller as set
forth in this Agreement, which shall survive the cancellation of this Agreement), and all executed
counterparts of this Agreement shall be returned to Seller.



          (f) If any supplemental title report or update issued subsequent to the date of the FATIC
Title Commitment contains exceptions (“New Exceptions”) other than those in the FATIC Title
Commitment, Buyer will be entitled to object to the New Exceptions by delivery of a notice of
objections with respect to the New Exceptions to Seller on or before the date that is five (5)
business days following Buyer’s receipt of such supplement or update and Buyer shall have the
right to extend the date of Closing to the extent such receipt is within five (5) business days of
the original date of Closing. Seller will have not less than five (5) days from the receipt of
Buyer’s notice (and, if necessary, Seller may extend the date of Closing to provide for such five
(5) day period), within which time Seller may, but is under no obligation to remove the
objectionable New Exceptions, unless such New Exceptions fall within subparagraph (e) of this
Paragraph 4. If, within the five (5) day period, Seller does not cure as provided herein the
objectionable New Exceptions, then Buyer may terminate this Agreement
upon notice to Seller no later than five (5) business days following expiration of the five
(5) day cure period. If Buyer terminates this Agreement, the Deposit will be promptly returned to
Buyer, whereupon this Agreement shall be and become null and void, neither party shall have any
further rights or obligations hereunder (except for indemnity obligations of Buyer to Seller as
set forth in this Agreement, which shall survive the cancellation of this Agreement), and all
executed counterparts of this Agreement shall be returned to Seller. If Buyer fails to terminate
this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed
or is obligated by subparagraph (e) of this Paragraph 4 to cure) will be included as Permitted
Encumbrances.



     5. Assignment of Existing Leases and Existing Agreements.



          (a) Existing Leases. At Closing, pursuant to the Assignment and Assumption of Leases
in the form annexed hereto as Exhibit “F”, Seller shall assign to Buyer the Existing
Leases. During the period from the Effective Date through and including the last day of the
Inspection Period, Seller shall have the right, upon notice to Buyer but without Buyer’s consent or
approval, to enter into new leases for portions of the Premises which may become vacant, or enter
into any amendments of any Existing Leases or consent to any renewals, extensions or expansions of
Existing Leases. During the period from and including the day immediately following the expiration
of the Inspection Period through Closing (or earlier termination of this Agreement or default by
Buyer hereunder), Seller shall not enter into new leases for portions of the Premises now vacant or
for portions of the Premises which may become vacant, or enter into any amendments of any Existing
Leases or consent to any renewals, extensions or expansions of Existing Leases (other than those to
which the tenant is entitled pursuant to the terms of the Existing Lease) without first submitting
a copy of such proposed lease or lease amendment (including any renewal, extension or expansion as
to which the lessor’s consent is required) to Buyer for Buyer’s approval, which may not be
unreasonably withheld or



- 6 -









 




delayed. If Buyer does not disapprove in writing such proposed lease or
amendment (or renewal, extension or expansion agreement) within five (5) business days of Buyer’s
receipt of a copy thereof, Buyer shall be deemed to have approved the proposed lease or amendment
(or renewal, extension or expansion agreement). All (i) new leases and all modifications executed
during the period from and including the Effective Date through and including the last day of the
Inspection Period, (ii) new leases and all modifications executed during the period from and
including the day immediately following the expiration of the Inspection Period through Closing and
approved or deemed approved by Buyer (and renewals, extensions or expansions approved or deemed
approved by Buyer or as to which the lessor’s consent is not required), and (iii) presently
existing leases that are listed on Exhibit “D” hereto, together with all amendments and
modifications thereto entered into in accordance with the terms of this Agreement, are collectively
herein called the “Existing Leases”. The termination of any of the Existing Leases prior to
Closing by reason of the expiration of its term or the default of the tenant thereunder shall not
excuse Buyer from its obligation to complete Closing and to pay the full Purchase Price




          (b) American Standard Lease The parties acknowledge that the Existing Lease with American Standard, Inc. is to be
terminated. Notwithstanding anything contained in this Agreement, Seller may enter into a
termination agreement with such tenant with respect to such Existing Lease on terms acceptable to
Seller. All payments to be made by such tenant in connection with such termination will, to the
extent retained by Seller, be credited against the cash portion of the Purchase Price payable by
Buyer at Closing. To the extent all or part of such payment is retained by the Lender in escrow,
such amount so held shall be held for the benefit of Buyer following Closing and, notwithstanding
the provisions of Paragraph 6(e), Seller shall not be entitled to be reimbursed at Closing by Buyer
for such amount.



          (c) Existing Agreements. At Closing, pursuant to the General Assignment and
Assumption Agreement in the form annexed as Exhibit “F-1”, Seller shall assign to Buyer, to
the extent assignable, all of Seller’s right, title and interest in, to and under the Contracts,
including, without limitation those listed on Exhibit “E” hereto (together with any other
agreements entered into in accordance with this subparagraph (c), hereinafter collectively called
the “Existing Agreements”). During the period from the Effective Date through Closing (or earlier
termination of this Agreement or default by Buyer hereunder), Seller shall not have the right to
enter into new Contracts or modify any existing Contracts in any material respect without Buyer’s
prior written approval, which may not be unreasonably withheld or
delayed and shall be deemed given
if Buyer does not disapprove within five (5) business days of a request for approval; provided,
however, that Buyer’s approval shall not be required for any such new agreement that shall be
terminable, without penalty or premium, on not more than thirty (30) days’ notice. The termination
of any of the Existing Agreements prior to Closing by reason of the expiration of its term or by
reason of a default thereunder shall not excuse Buyer from its obligation to complete Closing and
to pay the full Purchase Price. The Seller shall terminate the management agreement between Seller
and Seller’s Property Manger and the leasing brokerage agreement between Seller and Seller’s
Property Manager as of the Closing Date. The forgoing termination of the leasing agreement with
Seller’s Property Manager will not, however, terminate the right of Seller’s Property Manager to
commissions in connection with Existing Leases entered into after the Effective Date and prior to
Closing and renewals, extension or expansions exercised after the Effective Date and prior to
Closing as contemplated by such agreement.




- 7 -









 






     6. Apportionments.



          (a) (i) General. Real estate taxes for the real estate tax year in which the Closing
occurs and annual municipal or special district assessments (on the basis of the actual fiscal tax
years for which such taxes are assessed), lienable water and sewer rentals, sums paid to or paid
or payable by Seller under the Existing Agreements, license, permit and inspection fees and
rentals, sales tax and other sums paid to and received by Seller under the Existing Leases shall
be apportioned as of the Closing Date. All apportionments and pro rations provided for in this
Paragraph 6 to be made as of the Closing Date shall be made, on a per diem
basis, as of 12:01 a.m. on the Closing Date, with the effect that the Closing Date shall be a
date of income and expense to Buyer.




               (ii) Rent. Rent, including, without limitation, fixed rent, prepaid rent, additional
rent and percentage rent, if applicable, and expenses shall be apportioned as of the Closing Date.
Rent which is due and payable as of the Closing Date, but which has not then been collected, shall
not be apportioned at Closing. With respect to any rent arrearages arising under the Existing
Leases for the period prior to the Closing Date, Buyer shall pay to Seller any rent or payment
actually collected after Closing as provided in the following sentence. All rent under the
Existing Leases collected by Buyer after Closing shall be applied first to the rent for the month
in which the Closing shall occur, then to rent accruing after the month in which the Closing shall
occur and then to rent accruing prior to the month in which the Closing shall occur. During the
twelve (12) month period following Closing, Buyer shall use good faith commercially reasonable
efforts to recover any rent (or other tenant charge) arrearages in respect of the period prior to
the Closing Date, provided that Buyer shall not be required to threaten eviction, litigation or
termination of the lease, incur any material cost or commence any legal proceeding in connection
therewith. Buyer shall indicate all rent arrearages applicable to periods prior to the Closing
Date on Buyer’s rent invoices to each tenant and shall not compromise or settle any such rent
arrearages without Seller’s prior written consent. Seller (upon notification to Buyer) shall be
entitled to sue a tenant, before and/or after Closing (provided however with respect to any period
after Closing, Seller shall not commence any such suit for a period of six (6) months after the
Closing Date), for any delinquent rent (or other tenant charges) due to Seller (and not previously
paid to Seller) under an Existing Lease, so long as such suit does not seek a termination of such
Existing Lease or eviction of such tenant.



               (iii) Leasing Costs. Subject to subparagraph (d) of this Paragraph 6, Seller shall
pay all leasing commissions, tenant improvement costs, moving costs and design costs incurred by
the tenant, and payable by the landlord (together, “tenant
costs”) in connection with the initial
term of Existing Leases (and renewals, extensions or expansions thereof) entered into (or, in the
case of renewals, extensions and expansions, exercised) prior to the date hereof. Without limiting
the foregoing, Seller shall pay or, at Seller’s option, provide Buyer with a credit at Closing
equal to the then unpaid amount of, the leasing commissions and tenant costs set forth on
Exhibit “G”. All leasing commissions and tenant costs with respect to Existing Leases (and
renewals, extensions or expansions thereof) entered into (or, in the case of renewals, extensions
and expansions, exercised) on or after the date hereof shall be the responsibility of and be paid
by Buyer and Buyer shall indemnify, defend and hold Seller



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harmless with respect thereto.
Notwithstanding anything contained in this Agreement, Buyer will bear the economic burden of all
free or reduced rent which any tenants under the Existing Leases are entitled to following the
Closing Date.




               (iv) Intentionally Omitted.



               (v) Other Apportionments.
Amounts payable under the Existing Agreements and other Premises operation and maintenance
expenses and other recurring costs shall be apportioned as of the Closing Date.



               (vi) Taxes and Assessments. Real estate taxes shall be apportioned on the Closing
Date. If the tax bill for the real estate tax year in which the Closing occurs has not been issued
on or before the date of the Closing, the apportionment of taxes shall be computed based upon the
most recent tax bill available and shall assume payment at the maximum discounted tax amount. If,
on the date of Closing, bills for the real estate taxes imposed upon the Premises for the real
estate tax year in which Closing occurs have been issued and are due but shall not have been paid,
such taxes shall be paid at the time of Closing. Seller expressly reserves the right to continue
and conduct, at its sole cost and expense, any tax certiorari or reduction proceedings currently in
effect and relating to the Premises in respect of the real estate tax year in which the Closing
occurs and all prior real estate tax years. Buyer shall have the right to continue, settle or
prosecute any tax certiorari or reduction proceedings relating to the Premises in respect of the
real estate tax years after the year in which the Closing occurs. Seller shall have the sole right
and discretion to compromise or settle any tax certiorari or reduction proceedings relating to the
Premises in respect of the real estate tax year in which the Closing occurs, provided Seller
obtains Buyer’s prior consent thereto, which consent shall not be unreasonably withheld, and all
prior real estate tax years without Buyer’s consent. Buyer agrees to reasonably cooperate with
Seller in all such proceedings. Real estate tax refunds for periods prior to the Closing, except
to the extent any refund from such appeal must be credited to tenants under the Existing Leases,
shall be the sole property of Seller. Real estate tax refunds and credits received after the
Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs
shall be apportioned between Seller and Buyer, after deducting the reasonable expenses of
collection thereof, subject to the rights of tenants with respect to such refunds. To the extent
received by either Seller or Buyer, sums payable to the other hereunder shall be held by the party
receiving such funds as a trust fund, and remitted to the party entitled thereto within five (5)
business days of receipt.



               (vii) Contract Arrearages. Any portion of any refunds, reimbursements or other
payments received by Buyer after the date of Closing under any of the Existing Agreements that
relates to periods prior to Closing shall be determined by Buyer upon receipt of such payment and
shall immediately be paid by Buyer to Seller. Any prepaid amounts under any Existing Agreements to
be assigned to Buyer which are received by Seller prior to the Closing Date that relates to periods
after Closing also shall be prorated as of the Closing Date.



               (viii) Reconciliation of Tenant Pass-Throughs. If the annual reconciliation of tenant
pass-throughs for the 2005 calendar year results in there being amounts due and payable by the
tenants under the Existing Leases, Buyer will collect such amounts and pay Seller’s share of same
over to Seller promptly upon Buyer’s receipt. If such reconciliation



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results in there being
refunds due and payable to Tenants on account of the pass through of specifically designated
expenses incurred during Seller’s
period of ownership, Seller will pay to Buyer Seller’s share of the amount of any such
documented pass-through of expenses promptly upon receipt of a written request therefor from Buyer,
whereupon Buyer will promptly disburse the appropriate refunds to the Tenants. Seller and Buyer
will each share in such payments received from or owed to Tenants in the proportion in which each
bore the expenses for which such sums are received or owed, as applicable.




               (ix) Accounting. From the Closing Date until such time as Seller shall have received
in full all sums which are potentially payable to it as provided in this Paragraph 6(a), Buyer
shall provide Seller a quarterly accounting of all sums received and/or paid by Buyer under any of
the Existing Leases and Existing Agreements.



               (x) Preliminary Closing Adjustment. Seller and Buyer shall jointly prepare a
preliminary Closing Statement on the basis of the Existing Leases, Existing Agreements, Existing
Loan, real estate taxes and other sources of income and expenses, taking into account all
adjustments under this Paragraph 6, and shall deliver such preliminary Closing Statement to the
Title Company on or prior to the Closing Date. The preliminary Closing Statement and the
apportionments and/or pro rations reflected therein shall be based upon actual figures to the
extent available. If any of the apportionments and/or pro rations cannot be calculated accurately
based on actual figures on the Closing Date, then (other than with respect to determination of
real estate taxes that shall be computed as set forth in Clause (vi) above) they shall be
calculated based on Seller’s and Buyer’s good faith estimates thereof, subject to reconciliation as
hereinafter provided.



               (xi) Post-Closing Reconciliation. If there is an error on the preliminary Closing
Statement or, if after the actual figures are available as to any items that were estimated on the
preliminary Closing Statement (including, without limitation, real estate taxes that were computed
in accordance with Clause (vi) above), it is determined that any actual pro ration or apportionment
varies from the amount thereof reflected on the preliminary Closing Statement, the pro ration or
apportionment shall be adjusted based on the actual figures as soon as feasible. Either party
owing the other party a sum of money based on such subsequent pro ration(s) shall promptly pay said
sum to the other party. All prorations and reconciliations shall be final after the date which is
eighteen (18) months following the Closing.



          (b) Tenant Security Deposits. After the expiration of the Inspection Period, Seller
shall not apply any security deposits held (including drawing on any letter of credit posted as a
security deposit) under Existing Leases in respect of defaults by tenants under the applicable
Leases without Buyer’s consent, which consent shall not be unreasonably withheld. At Closing,
Buyer shall receive a credit for all cash security deposits, and accrued interest payable to
tenants, then held by or for Seller under the Existing Leases, as shown on Exhibit “O”
hereto. Seller shall be entitled to retain any administrative fee to which Seller may be entitled
with respect to the Security Deposits for periods prior to the Closing. In the event any Security
Deposits shall have been
deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy
its obligations hereunder with respect to such Security Deposit by delivering to Buyer an
assignment of such Security Deposit to Buyer with written instructions to the issuer of such r(s)
to effect a transfer of any non-cash Security Deposits shall be paid by Seller. To the extent that




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any security deposit (to be so transferred) which is comprised of a letter of credit is not
transferable as of the Closing, Seller and Buyer shall cooperate with each other following the
Closing so as to transfer the same to Buyer or to obtain a replacement letter of credit with
respect thereto in favor of Buyer and, in either case, Buyer shall upon receipt thereof assume
Seller’s obligations with respect to such security deposit pursuant to an assumption agreement
reasonably acceptable to Seller and Buyer. Until any such letter of credit shall be transferred or
replaced, from and after the Closing Seller shall hold the same for the benefit of Buyer and shall
draw upon the same and deliver the proceeds to Buyer or return the same to the applicable tenant,
in each case upon Buyer’s written request, provided that Seller is legally permitted to do so and
same does not require Seller to make an untrue statement or representation, and Buyer shall
indemnify and hold harmless Seller from and against any and all loss, cost, damage, liability or
expense (including, without limitation, reasonable attorney’s fees, court costs and disbursements)
incurred by Seller as a result of any such actions taken by Seller at Buyer’s request. Buyer will
cause all security deposits to be maintained after Closing in accordance with the requirements of
applicable law and shall indemnify and defend Seller and the Seller’s Property Manager from all
claims of tenants with respect to the security deposits actually delivered to Buyer or for which
Buyer received a credit at Closing to the extent provided in Exhibit “F” attached hereto.




          (c) Utility Readings. Seller shall use reasonable efforts to obtain readings of the
water and electric meters on the Premises (other than meters measuring utility consumption for
which any tenants are solely liable) to a date no sooner than five (5) days prior to the Closing
Date. At or prior to Closing, Seller shall pay all charges based upon such meter readings.
However, if after reasonable efforts Seller is unable to obtain readings of any meters prior to
Closing, Closing shall be completed without such readings and upon the obtaining thereof after
Closing, Seller shall pay the charges incurred prior to Closing as reasonably determined by Seller
and Buyer based upon such readings.




          (d) Reimbursements. At Closing, Buyer shall reimburse Seller for all leasing
commissions and tenant costs actually paid by Seller: (i) for leases (or modifications or
amendments thereof) executed after the date hereof and prior to Closing (including those executed
after the expiration of the Inspection Period which are approved or deemed approved by Buyer under
Section 5(a)), and (ii) as a result of any renewal, extension or expansion of Existing Leases
exercised between the date hereof and the Closing Date (including those executed after the
expiration of the Inspection Period and which are approved or deemed approved by Buyer or as to
which the lessor’s consent is not required). Seller shall provide Buyer with invoices and evidence
of payment of such costs. Buyer shall timely pay, after the Closing Date, and shall indemnify,
defend and hold Seller harmless with respect to, all installments of leasing commissions payable to
Seller’s Property Manager and any other broker and tenant costs which become due and payable after
the Closing Date (x) for leases (or modifications or amendments thereof) executed after the date
hereof
(including those leases (or modifications or amendments thereof) executed after the expiration
of the Inspection Period which are approved or deemed approved by Buyer), and (y) as a result of
any renewal, extension or expansion of Existing Leases exercised between the date hereof and the
Closing Date (including any renewal, extension or expansion of Existing Leases exercised after the
expiration of the Inspection Period which are approved or deemed approved by Buyer or as to which
the lessor’s consent is not required). In addition, Buyer shall assume responsibility for
and timely pay, after the Closing Date, and shall indemnify defend and




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hold Seller harmless
with respect to, all leasing commissions and tenant improvement costs set forth on Exhibit
“G” for which and to the extent Buyer receives a credit at Closing.




          (e) Existing Loan Charges. Seller shall pay all monthly installments of principal and
interest and other charges due and payable in respect of the Existing Loan (as hereinafter defined)
prior to the Closing Date. Interest is payable under the Existing Loan in arrears. Buyer shall
receive a credit for interest that is due but unpaid as of the Closing Date in respect of the
Existing Loan. Seller shall receive a credit in the amount of all escrows, reserves and other
amounts held by Lender (as hereinafter defined) in connection with the Existing Loan to the extent
the same remain on deposit for the benefit of Buyer after Closing.




          (f) Survival. The provisions of this Paragraph 6 shall survive Closing and delivery
of the Deed.




     7. Closing Costs.



          (a) Buyer’s Costs. Buyer shall pay: (i) the costs of its counsel, architect,
engineers and other professionals and consultants, (ii) any recording and filing fees (including
the filing fee for the Deed, but not including documentary stamp taxes and surtaxes imposed by each
of the State of Florida and Miami-Dade County, Florida upon the recording of the Deed), (iii) the
costs of the FATIC Title Commitment, title insurance policies and any endorsements thereto to be
issued at Closing; (iv) the cost of obtaining the Survey Plans, (v) any and all costs associated
with the Assumption Approval including, without limitation, legal fees, assumption fees,
documentary stamp taxes and intangible taxes imposed in connection with such assumption, all costs
and expenses required to be paid by “Borrower” or any “Transferee” (each, as defined in the
Existing Mortgage (as hereinafter defined)) pursuant to Section 8.3(a) of the Existing Mortgage, a
copy of which is attached hereto as Exhibit “N”, and other costs and expenses of Seller and
Lender in connection therewith, and (vi) any mortgage recording fees and documentary stamp taxes
and intangible taxes imposed on any mortgage financing which Buyer may obtain in connection with
its acquisition of the Properties.




          (b) Seller’s Costs.
Seller shall pay: (i) the costs of its counsel and other professionals and consultants; (ii)
the commissions, if any, to be paid by Seller to the “Disclosed Brokers” pursuant to Paragraph 20
hereof, (iii) all documentary stamp taxes and surtaxes imposed by each of the State of Florida and
Miami — Dade County, Florida upon the recording of the Deed and (iv) all sales taxes attributable
to rents collected by Seller under the Existing Leases prior to the Closing Date.




     8. Municipal Improvements/Notices.



          (a) Assessments. Subject to subparagraph (a)(vi) of Paragraph 6 of this Agreement,
Buyer shall pay all unpaid installments becoming due on or after the Closing Date in respect of
assessments against the Premises or any part thereof for improvements or other work (including any
fines, interest or penalties thereon due to the non payment thereof), and shall indemnify, defend
and save Seller and the Seller’s Property Manager harmless from any claims therefor or any
liability, loss, cost or expenses arising therefrom.




- 12 -









 








          (b) Survival. The provisions of this Paragraph 8 shall survive Closing and delivery
of the Deed.




     9. Seller’s Representations. 



          (a) Seller hereby represents to Buyer, as of the date hereof, as follows:




               (i) Organization. Seller and its managing member are limited liability companies,
duly organized and validly existing under the laws of the State of Delaware, and each has all
requisite limited liability company power and authority to carry on its business as now conducted.



               (ii) Authorization. Seller has the limited liability company power and authority to
enter into and perform this Agreement and the transactions contemplated hereby, and Seller has duly
authorized the execution of this Agreement. The execution and delivery of this Agreement by Seller
and the consummation by Seller of the transactions contemplated by this Agreement will not: (i)
conflict with or violate the organizational documents of Seller, (ii) to Seller’s knowledge violate
any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity,
or (ii) subject to Paragraph 29 of this Agreement, conflict with or constitute a default under any
note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any other
material agreement or instrument to which Seller is a party or by which Seller is bound.



               (iii) No Condemnation. To Seller’s knowledge, there are no existing or pending
condemnation proceedings or deeds in lieu of condemnation affecting the Premises. Seller shall
have the right to update the representation and warranty set forth in this Paragraph to reflect any
condemnation or pending condemnation proceedings of which Seller becomes aware after the Effective
Date, subject to subparagraph (c)(ii) of Paragraph 22 of this Agreement, in which case the
provisions of Paragraph 17 shall control.



               (iv) Existing Leases. (1) Exhibit “D” annexed hereto lists all of the
Existing Leases, including all modifications and amendments thereto, in effect as of the date
hereof, and (2) to Seller’s knowledge there are no unpaid installments of leasing or brokerage
commissions that are payable by the landlord under the Existing Leases or pursuant to any brokerage
agreements, after Closing with respect to the initial term of Existing Leases (and renewals,
extensions or expansions thereof) entered into (or, in the case of renewals, extensions or
expansions, exercised) prior to the date hereof, other than as set forth on Exhibit “G”
hereto. Seller shall have the right to update the representation and warranty set forth in this
Paragraph to reflect Existing Leases entered into, terminated or modified after the Effective Date
in accordance with this Agreement, subject to subparagraph (c)(ii) of Paragraph 22 of this
Agreement. Seller shall make available to Buyer true, correct and complete copies of all of the
Existing Leases. Except as set forth on Exhibit “D”, Seller has not received nor delivered
any written notice asserting a material default under any of the Existing Leases which remains
uncured. Seller shall have the right to update the representation and warranty set forth in the
foregoing sentence; provided, however, that if any such update by Seller renders that portion of
the representation and warranty in the foregoing sentence relating to material defaults on the part
of Seller under Existing Leases untrue in any material respect, the condition set forth in



- 13 -









 







Paragraph 12(a)(ii) below shall be deemed unsatisfied, and Buyer shall have the rights described in
Paragraph 22(c)(ii) below. Seller has not entered into any brokerage and leasing commission
agreements relating to the Existing Leases other than that certain management and leasing agreement
with Seller’s Property Manager, a copy of which has been provided to Buyer.



               (v) Litigation. There is no pending or, to Seller’s knowledge, threatened, litigation
against Seller with respect to the Properties except as set forth on Exhibit “I” hereto not
covered by insurance. Seller shall have the right to update the representation and warranty set
forth in this Paragraph to reflect any pending or threatened litigation against Seller with respect
to the Properties of which Seller becomes aware after the Effective Date, subject to subparagraph
(c)(ii) of Paragraph 22 of this Agreement.



               (vi) Existing Agreements. Exhibit “E” annexed hereto lists all of the
Existing Agreements in effect as of the date hereof. Seller shall make available to Buyer true,
correct and complete copies of all Existing Agreements. Seller shall have the right to update the
representation and warranty set
forth in this Paragraph to reflect Existing Agreements entered into, terminated or modified
after the Effective Date in accordance with this Agreement, subject to subparagraph (c)(ii) of
Paragraph 22 of this Agreement.



               (vii) FIRPTA. Seller is not a “foreign person” or “foreign corporation” as those
terms are defined in the Code and the regulations promulgated thereunder.



               (viii) Bankruptcy. Seller has not: (A) commenced a voluntary case, or had entered
against it a petition, for relief under the federal bankruptcy code 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 proceedings, to hold, administer and/or liquidate all or substantially all
of its property, or (C) made an assignment for the benefit of creditors.



               (ix) Seller not a “Prohibited Person”. Seller is not a person or an entity described
by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September
24, 2001), and does not engage in any dealings or transactions, and is not otherwise associated,
with any such person or entities.



               (x) Rent Roll. The rent roll annexed hereto as Exhibit “O” (the “Rent Roll”)
is true, correct and complete in all material respects. Seller shall have the right to update the
representation and warranty set forth in this Paragraph, subject to subparagraph (c)(ii) of
Paragraph 22 of this Agreement.



               (xi) Certiorari Proceedings. To Seller’s knowledge, except as provided on Exhibit “Q”
attached hereto and made a part hereof, there are no currently pending tax certiorari proceedings
for the Property.



               (xii) Employees. There are not any employees of the Seller employed in connection
with the operation and/or maintenance of the Property.



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               (xiii) Collective Bargaining Agreements.
Seller has not entered into any collective bargaining agreements between the Seller and any
labor organization which are applicable to the operation and/or management of the Property.



               (xiv) Loan Default. Seller has not received any written notice of default under the
Loan Documents.



               (xv) Tenant Inducement Costs. Except as set forth in the Leases, no Tenant Inducement
Costs are payable with respect to any of the Leases. For purposes hereof, the term “Tenant
Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the
landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a
tenant inducement including specifically, without limitations, tenant improvement costs, lease
buyout costs and moving, design, refurbishment and club membership allowances.



               (xvi) To Seller’s actual knowledge, Seller has received no written notice from any
governmental authority having jurisdiction claiming that the Premises are presently in violation
of any applicable law, ordinance or regulation which remains uncured.



               (xvii) To Seller’s actual knowledge, Seller has received no written notice from any
governmental authority having jurisdiction claiming that any environmental condition existing on
the Premises requires remediation by the owner of the Premises under currently effective law and
which remains uncured.



          (b) All references in this Paragraph 9 or elsewhere in this Agreement and/or in any other
document or instrument executed by Seller in connection with or pursuant to this Agreement, to
"Seller’s knowledge” or "to the knowledge of Seller” and words of similar import shall refer
solely to facts within the actual knowledge as of the date of this Agreement and as of the Closing
Date, as applicable (without independent investigation or inquiry) of Robert J. Hughes of GE Asset
Management Incorporated and Fabienne Nelson of Seller’s Property Manager and shall not be
construed to refer to the knowledge of any other employee, officer, director, shareholder or agent
of Seller or any affiliate of Seller, and shall in no event be deemed to include imputed or
constructive knowledge. Mr. Hughes is responsible for asset management with respect to the
portfolio of real estate assets (including the Premises) for which GE Asset Management
Incorporated acts as investment advisor. Ms. Nelson is a Senior Real Estate Manager for CB
Richard Ellis, responsible for day-to-day management of the Premises.




     10. Seller’s Additional Covenants.



          (a) Operations. From the date of this Agreement until the Closing Date, Seller shall:




               (i) use commercially reasonable efforts to cause the Property to be operated in a manner
consistent in all material respects with current practice, and consistent in all material respects
with the terms and conditions of this Agreement; and



- 15 -









 





               (ii) not remove (other than on a temporary basis) any Personal Property from the Improvements
except for the purpose of repair and replacement thereof, in which event such items of Personal
Property will be repaired or replaced with items of similar quality and value of the item of
Personal Property being replaced.



          (b) Existing Loan. From and after the Effective Date through the Closing Date,
Seller shall not enter into any modification of the Existing Loan Documents without Buyer’s
consent, which consent may be given or withheld in Buyer’s sole discretion.




          (c) Additional Negative Covenants. From the Effective Date through Closing Seller
shall (i) not accept any rent from tenants more than thirty (30) days in advance; (ii) refrain
from marketing, selling, refinancing, transferring or further encumbering the Property, or
modifying any Permitted Exceptions; (iii) promptly deliver to Buyer copies of any notices received
by Seller from any governmental authority with respect to the Premises; (iv) not perform any
alterations to the Premises except as required by an Existing Lease; (v) promptly deliver to Buyer
copies of any notices of default received by Seller with respect to the Existing Loan, the
Existing Leases and Contracts; (vi) refrain from changing or attempting to change the permitted
uses, zoning designation or entitlements applicable to the Premises; and (vii) make the payments
required by the Existing Loan Documents and not make any voluntary principal prepayments of the
Existing Loan Documents (i.e., no principal payments greater than those mandatory payments
presently required by the Existing Loan Documents).




     11. Buyer Representations. Buyer hereby represents to Seller, as of the date hereof
as follows:



          (a) Organization. Buyer is a limited partnership, duly organized and validly existing
under the laws of the State of Delaware and has all requisite power and authority to carry on its
business as now conducted.




          (b) Authorization. Buyer has the requisite power and authority to enter into and
perform this Agreement and the transactions contemplated hereby and Buyer has duly authorized the
execution of this Agreement. The execution and delivery of this Agreement by Buyer and the
consummation by Buyer of the transactions contemplated by this Agreement will not: (i) conflict
with or violate the organizational documents of Buyer, (ii) to Buyer’s knowledge violate any
judgment, order, injunction, decree, regulation or ruling of any court or governmental entity or
(iii) conflict with or constitute a default under any note or other evidence of indebtedness, any
mortgage, deed of trust or indenture, or any other material agreement or instrument to which Buyer
is a party or by which Buyer is bound.




          (c) Litigation. There are no legal actions, suits or similar proceedings pending and
served upon Buyer, or to Buyer’s knowledge, threatened against Buyer, which if adversely
determined, would adversely affect Buyer’s ability to consummate the transactions contemplated by
this Agreement.




          (d) ERISA. Buyer is not acquiring the Premises or the Personal Property with the
assets of an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974 (“ERISA”).




- 16 -









 








          (e) Bankruptcy. Buyer has not (i) commenced a voluntary case, or had entered against
it a petition, for relief under the federal bankruptcy code or any similar petition, order or
decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief
for debtors, (ii) 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 proceedings, to hold, administer and/or liquidate all or substantially all
of its property, or (iii) made an assignment for the benefit of creditors.




          (f) Buyer not a “Prohibited Person”. Buyer is not a person or an entity described by
Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24,
2001), and does not engage in any dealings or transactions, and is not otherwise associated, with
any such person or entities.




     12. Conditions Precedent to Closing. 



          (a) Buyer shall not be obligated to close under this Agreement unless each of the following
conditions shall be satisfied or waived by Buyer on or prior to the Closing Date:




               (i) Title Policy. The Title Company shall be prepared to issue, upon payment of the
title premium and charges therefor, a standard form Owner’s Title Policy in the amount of the
Purchase Price in accordance with the Title Commitment subject only to the Permitted Encumbrances
and otherwise as described in and in accordance with Paragraph 4(a) of this Agreement (the “Title
Policy”).



               (ii) Accuracy of Representations. The representations made by Seller in this
Agreement (as modified by any modifications and updates permitted by Paragraph 9) shall be true and
correct in all material respects as of the Closing Date.



               (iii) Execution and Delivery of Documents. Seller shall have executed and delivered
to Buyer all of the documents required of Seller under this Agreement.



               (iv) Tenant Estoppel Certificates. Seller shall have delivered to Buyer, at or before
Closing, a written statement from (x) each tenant occupying not less than 20,000 rentable square
feet of the Premises (each, a “Major Tenant”) and (y) a sufficient number of other tenants (the
“Non-Major Tenants”) occupying, in the aggregate, rentable square footage of the Premises which,
when taken together with the rentable square footage occupied by the Major Tenants, is not less
than 85% (the “Estoppel Percentage”) of the total rentable square footage of the Premises occupied
by tenants under the Existing Leases, in each instance of (x) and (y) in substantially the form of,
and as qualified by, the form of tenant estoppel certificate set forth on Exhibit “H”
attached hereto and made a part hereof or in the form required to be provided by a tenant under its
Existing Lease (“Tenant Estoppel Certificate”). In determining whether the foregoing requirement
has been satisfied, Buyer agrees not to object to (i) any non-material (as determined in Buyer’s
reasonable judgment) qualifications or modifications which a tenant may make to the form of Tenant
Estoppel Certificate and (ii) any modification to a Tenant Estoppel Certificate to conform it to
the form of tenant estoppel the tenant is required to give under its lease. If Seller does not
obtain a Tenant






- 17 -








 







Estoppel Certificate from a sufficient number of Non-Major Tenants to meet the
Estoppel Percentage, Seller may, at its sole option, elect to: (i) adjourn the Closing for a period
not to exceed ten (10) days to continue its efforts to obtain Tenant Estoppel Certificates and/or
(ii) execute estoppel certificates, in the form of Exhibit “H” hereto, mutatis mutandis,
with respect to any of the Existing Leases for which Tenant Estoppel Certificates were not obtained
in order to satisfy the estoppel requirements of this subparagraph (a)(iv); provided, that Seller
may provide such estoppel certificates with respect to no more than ten percent (10%) of the space
leased in the Premises and only for tenants that are not Major Tenants. If any tenant indicates in
its Tenant Estoppel Certificate that it has a claim which would entitle it to set-off the amount of
the claim against rent due under its lease and the amount of such claim is ascertainable, Seller
shall have the right, at its sole option, to give Buyer a credit against the cash portion of the
Purchase Price in the amount of the claim or to deliver an indemnity, reasonably acceptable to
Buyer, with respect thereto, in which event, Buyer shall complete Closing and take subject to such
claim. Notwithstanding the foregoing provisions of this subparagraph (a)(iv), Seller agrees to
request a Tenant Estoppel Certificate from each of the tenants under the Existing Leases. Seller’s
failure to obtain a Tenant Estoppel Certificate from each Major Tenant or to otherwise satisfy the
Tenant Estoppel Percentage shall not constitute a default by Seller hereunder. In the event of
such failure, Buyer’s sole remedy shall be to either (x) waive the estoppel requirement and proceed
to Closing without any abatement in the Purchase Price or (y) terminate this Agreement and receive
a return of the Deposit.



               (v) Assumption Approval. The Assumption Approval is obtained.



               (vi) No Default.
Seller shall not be in default hereunder.



               (vii) Lender Estoppel Certificate. At or before Closing Buyer shall have received an
agreement or certificate from Lender in respect of the Loan
(“Lender Estoppel Certificate”)
containing, in all material respects, the statements set forth on Exhibit “P” attached
hereto and made a part hereof. In determining whether this condition has been satisfied, Buyer
agrees not to object to (i) any non-material qualifications or modifications which Lender may make
to the statements set forth on Exhibit “P” (it being understood and agreed that knowledge
qualifications shall not be deemed to be material) and (ii) any modification to such statements to
conform it to the statements contained in Lender’s standard form of Lender Estoppel Certificate.
Seller’s failure to obtain a Lender Estoppel Certificate shall not constitute a default by Seller
hereunder. In the event of such failure, Buyer’s sole remedy shall be to either (x) waive the
estoppel requirement and proceed to Closing without any abatement in the Purchase Price or (y)
terminate this Agreement and receive a return of the Deposit.



          (b) Seller shall not be obligated to close under this Agreement unless each of the following
conditions shall be satisfied or waived by Seller prior to the Closing Date:




               (i) Accuracy of Representations. The representations made by Buyer in this Agreement
shall be true and correct in all material respects as of the Closing Date.



               (ii) No Default. Buyer shall not be in default hereunder.



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               (iii) Assumption Approval. The Assumption Approval is obtained and Seller is released
by Lender from any and all responsibilities and obligations under the Existing Loan Documents
arising from and after the Closing Date.



               (iv) Execution and Delivery of Documents. Buyer shall have executed and delivered to
Seller all of the documents required of Buyer under this Agreement.



     13. Deliveries at Closing.



          (a) Seller’s Deliveries. On the Closing Date, Seller shall deliver to Buyer or to the
Title Company, the following:




               (i) Deed. A special warranty deed with respect to the Premises, in substantially the
form attached hereto as Exhibit “J” (the “Deed”), subject only to the Permitted
Encumbrances.



               (ii) Bill of Sale. A bill of sale with respect to the Personal Property, in
substantially the form attached hereto as Exhibit
“K” (the “Bill of Sale”).



               (iii) Assignment and Assumption of Leases. An omnibus assignment and assumption
agreement with respect to the Existing Leases in the form of Exhibit “F” hereto (the
“Assignment and Assumption of Leases”).



               (iv) General Assignment and Assumption Agreement. An omnibus general assignment and
assumption agreement with respect to the Existing Agreements in substantially the form of
Exhibit “F-1” hereto (the “General Assignment and Assumption Agreement”).



               (v) Authority Documents. An authorizing resolution and an incumbency certificate to
evidence the authority of the signatory for Seller.



               (vi) FIRPTA Certification. A certification in the form attached hereto as Exhibit
“L” with respect to compliance with the Foreign Investment in Real Property Tax Act (Internal
Revenue Code Sec. 1445, as amended, and the regulations issued thereunder).



               (vii) Estoppel Certificates. The Tenant Estoppel Certificates referred to in
Paragraph 12(a) above, to the extent received by Seller.



               (viii) Tenant Notices. Written notice from Seller to each tenant of the Premises
under the Existing Leases in substantially the form attached hereto as Exhibit “M”.



               (ix) Keys. To the extent in Seller’s possession or the possession of Seller’s
Property Manager, all keys, codes and other security devices for each parcel of the Property.



               (x) Original Documents.
The originals (to the extent in Seller’s possession or the possession of Seller’s Property
Manager) or, if unavailable, copies, of all Existing Leases, Existing Loan Documents and the
Existing Agreements and (to the extent in



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Seller’s possession or the possession of Seller’s
Property Manager) copies of as-built plans and specifications for the Improvements, permits,
licenses and other agreements and approvals relating to the maintenance and operation of the
Properties.



               (xi) Closing Statement. A preliminary Closing Statement, mutually acceptable to Buyer
and Seller.



               (xii) Bringdown Certificate. A written statement by Seller acknowledging that all of
the representations made by Seller hereunder are true and correct in all material respects as of
the date of Closing, or noting any exceptions, provided that any exceptions may give rise to
Buyer’s rights under Paragraph 22 of this Agreement.



               (xiii) Rent Roll. An update of the Rent Roll to a date no earlier than one (1) week
prior to the Closing Date.



               (xiv) Lender Estoppel Certificate; SNDAs. The Lender Estoppel Certificate referred to
in Paragraph 12(a), and any subordination, non-disturbance and attornment agreements (“SNDAs”)
executed by tenants, to the extent received by Seller; provided, however, in no event shall
Seller’s or Buyer’s failure to obtain SNDAs from tenants be a condition to Closing.



               (xv) Other Documents. Any other documents which Seller is obligated to deliver to
Buyer pursuant to this Agreement.



               (xvi) Personal Property. The Personal Property, including all building supplies and
fuel then on hand which are owned by Seller.



               (xvii) Books and Records. All books and records at the Premises held by or for the
account of Seller, other than Excluded Documents and any books and records owned by Seller’s
Property Manager.



     Location at the Premises on the date of Closing of any of the materials referred to in clauses
(ix), (x) and (xvi) of this subparagraph (a) shall be deemed delivery to Buyer.



          (b) Buyer’s Deliveries. On the Closing Date, Buyer will deliver to Seller or to the
Title Company, the following:




               (i) Assignment and Assumption of Leases. The Assignment and Assumption of Leases.



               (ii) General Assignment and Assumption Agreement. The General Assignment and
Assumption Agreement.



               (iii) Authority Documents. An authorizing resolution and an incumbency certificate,
and such other documents as may be reasonably necessary to evidence the authority of Buyer and the
authority of the signatory for Buyer.



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               (iv) Purchase Price. The balance of the Purchase Price payable at Closing.



               (v) Closing Statement. A preliminary Closing Statement, mutually acceptable to Buyer
and Seller.



               (vi) Transfer Tax Return. Any Real Property Transfer Tax Return for the Deed;



               (vii) Bringdown Certificate. A written statement by Buyer acknowledging that all of
the representations made by Buyer hereunder are true and correct in all material respects as of the
date of Closing.



               (viii) Other Documents. Any other documents which Buyer is obligated to deliver to
Seller pursuant to this Agreement or that may be requested by the Title Company in order to issue
the Title Policy or by Lender in connection with the Assumption Approval.



     14. Default.



          (a) Buyer Default. If Buyer defaults under this Agreement at or prior to the Closing
Date by failing to complete Closing in accordance with the terms of this Agreement, then the
Deposit shall immediately be paid to Seller by the Escrowee and shall be retained by Seller as
liquidated damages and not as a penalty. The retention of the Deposit shall be Seller’s sole and
exclusive remedy in the event of such default by Buyer at or prior to the Closing Date, and Seller
in such event hereby waives any right to recover the balance of the Purchase Price. Seller and
Buyer agree that the actual damages to Seller in the event of such breach are impractical to
ascertain as of the date of this Agreement and the amount of the Deposit is a reasonable estimate
thereof. Upon payment of the Deposit to Seller as liquidated damages, this Agreement shall (except
as herein otherwise expressly provided) be and become null and void and all copies will be
surrendered to Seller. Nothing contained in this Paragraph 14(a) shall be deemed to limit Seller’s
rights against Buyer by reason of the indemnity obligations of Buyer to Seller set forth in this
Agreement which shall survive the termination of this Agreement.




          (b) Seller Default. If the sale of the Properties is not consummated because of a
default under this Agreement on the part of Seller, Buyer, as its sole and exclusive remedy, may
either (i) terminate this Agreement in its entirety by delivery of notice of termination to Seller,
whereupon the Deposit shall be immediately returned to Buyer and, if Seller’s default was willful,
Buyer shall be entitled to be reimbursed by Seller for actual third-party costs (as evidenced by
paid invoices therefor) incurred by Buyer in connection with this Agreement and Buyer’s due
diligence activities hereunder, up to a maximum reimbursement of $200,000.00, or (ii) continue this
Agreement pending Buyer’s action for specific performance hereunder provided appropriate
proceedings are promptly commenced by Buyer and prosecuted with diligence and continuity. Nothing
contained in this Paragraph 14(b) shall be deemed to limit Buyer’s rights against Seller in
connection with any obligations of Seller that survive Closing.




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     15. Notices; Computation of Periods.



          (a) Notices. All notices given by either party to the other shall be in writing and
shall be sent either: (i) by United States Postal Service registered or certified mail, postage
prepaid, return receipt requested, or (ii) by prepaid nationally recognized overnight courier
service for next business day delivery, addressed to the other party at the following addresses
listed below or (iii) via telecopier or facsimile transmission to the facsimile numbers listed
below; provided, however, that if such communication is given via telecopier or facsimile
transmission, an original counterpart of such communication shall concurrently be sent in the
manner specified in subparagraph (ii) above. Addresses and facsimile numbers of the parties are as
follows:




As to Seller:



c/o GE Asset Management Incorporated

3003 Summer Street

P.O. Box 7900

Stamford, Connecticut 06905

Attention: Mr. Robert J. Hughes

Fax: (203) 356-3059



with copies at the same time to:



GE Asset Management Incorporated

3003 Summer Street

P.O. Box 7900

Stamford, Connecticut 06905

Attention: Leanne R. Dunn, Esq.

Fax: (203) 356-4608


-and-


Wolf, Block, Schorr and Solis-Cohen LLP

1650 Arch Street, 22nd Floor

Philadelphia, PA 19103-2097

Attention: James R. Williams, Esq.

Fax: (215) 405-3732


As to Buyer:


c/ o Hines Interests Limited Partnership

70 W. Madison Street, Suite 440

Chicago, Illinois 60602

Attnetion: Thomas Danilek

Fax: (312) 419-4900



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with a copy at the same time to:



Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201

Attntion: Jonathan W. Dunlay

Fax: (214) 661-4711



As to Escrowee:



First American Title Insurance Company

National Commercial Services Division

13450 West Sunrise Boulevard

Suite 300

Sunrise, Florida 33323

Attention: Barry S. Smith, Esquire

Fax: (954) 838-8663


or to such other address as the respective parties may hereafter designate by notice in writing in
the manner specified above. Any notice may be given on behalf of any party by its counsel.
Notices given in the manner aforesaid shall be deemed sufficiently served or given for all purposes
under this Agreement upon the earliest of (i) actual receipt (including receipt of a facsimile
copy, but only if an original of such facsimile is properly sent by overnight courier as provided
above) or refusal by the addressee, or (ii) three days following the date such notices, demands or
requests shall be deposited in any Post Office, or branch Post Office regularly maintained by the
United States Government, or (iii) one business day after delivered to the overnight courier
service, as the case may be.




          (b) Computation of Periods. If the final day of any period of time in any provision
of this Agreement falls upon a Saturday, Sunday or a holiday observed by federally insured banks in
the State in which the Premises is located or by the United States Postal Service, then, the time
of such period shall be extended to the next day which is not a Saturday, Sunday or holiday.
Unless otherwise specified, in computing any period of time described in this Agreement, all days
shall be counted including Saturdays, Sundays and holidays; provided however that the day of the
act or event after which the designated period of time begins to run is not to be included and the
last day of the period is so computed is to be included, unless such last day is a Saturday, Sunday
or holiday in which event the period shall run until 5:00 pm of the next day which is neither a
Saturday, Sunday or holiday.




     16. Fire or Other Casualty.



          (a) Casualty Insurance. Seller agrees to maintain in effect until the Closing Date
the casualty insurance policies currently being maintained by Seller and in effect with respect to
the Premises, (or substitute policies in equal or greater amounts) and shall deliver to Buyer, upon
request, reasonable evidence of same including certificates of such insurance.




- 23 -









 








          (b) Casualty Damage. If any portion of the Premises shall be damaged or destroyed by
fire or other casualty between the date of this Agreement and the Closing Date, Seller shall give
written notice thereof to Buyer. Subject to the right to terminate this Agreement in accordance
with subparagraph (c) below, the obligation of Buyer to complete Closing under this Agreement shall
in no way be voided or impaired by reason thereof, and Buyer shall be required to accept the
Premises and the Personal Property in their then damaged condition without abatement of the
Purchase Price. In such case, the proceeds of all fire and extended coverage insurance policies
attributable to the Premises or the Personal Property received by Seller prior to the Closing Date
and not used by Seller for the protection or emergency repairs to the Premises and the Personal
Property (and Buyer hereby authorizes Seller to use the proceeds for such purposes) shall be
disbursed by Seller to Buyer at Closing; and all unpaid claims under such insurance policies
attributable to the Premises and Personal Property shall be assigned by Seller to Buyer on the date
of Closing and Buyer shall receive a credit at Closing equal to the amount of any deductibles in
respect thereof. There shall be no reduction in the Purchase Price by reason of such unpaid claim.




          (c) Right of Termination. Notwithstanding any of the preceding provisions of this
Paragraph 16, if substantial damage shall occur to the buildings on the Premises by fire or other
insured casualty prior to the Closing Date, Buyer shall have the right to terminate this Agreement
by written notice to the Seller. If Buyer desires to terminate this Agreement pursuant to this
subparagraph (c) Buyer must give a written notice of termination to Seller within ten (10) days
after Seller’s notice to Buyer of the occurrence of the casualty. Upon such termination of this
Agreement, neither party shall have any further rights or obligations hereunder (except the
indemnity obligations of Buyer to Seller set forth in this Agreement which shall survive the
termination of this Agreement and except for any default by Buyer which may have occurred prior
thereto). Substantial damage shall mean (i) such damage that would cost, in the judgment of an
independent third-party real estate professional retained by Seller, at least $10,000,000.00 to
repair one or more of the buildings located on the Premises or (ii) such damage that would give
tenants under those Existing Leases which provide in the aggregate ten percent (10%) or more of the
revenues from the Premises during the month in which such casualty occurs a right as a result of
such casualty to terminate their respective Existing Leases. If Buyer does not timely give notice
of a termination, Buyer shall be deemed to have waived its option contained herein to terminate
this Agreement, Buyer’s obligations under this Agreement shall remain in effect notwithstanding
such casualty and Buyer shall remain obligated to consummate the purchase in accordance with the
terms of this Agreement.




     17. Condemnation.



          (a) Immaterial Taking. If any part of the Premises shall be taken by exercise of the
power of eminent domain after the date of this Agreement that does not materially interfere with
the use of the Premises for the purposes for which it is currently used, this Agreement shall
continue in full force and effect and there shall be no abatement of the Purchase Price. Seller
shall be relieved, however, of its duty to convey title to the portion of the parcel so taken, but
Seller shall, on the Closing Date, assign to Buyer all rights and claims to any awards arising
therefrom as well as any money theretofore received by Seller on account thereof, net of any
expenses actually incurred by Seller, including attorney’s fees of collecting the same. Seller




- 24 -









 







shall promptly furnish Buyer with a copy of the declaration of taking property after Seller’s
receipt thereof.




          (b) Material Taking. If a Material Taking occurs, Buyer may terminate this Agreement, by
written notice to Seller within ten (10) days of Seller’s notice to Buyer of such a taking. Upon
the giving of such termination notice, the Deposit shall be returned to Buyer and this Agreement
shall become null and void, except for the indemnity obligations of Buyer to Seller set forth in
this Agreement which will survive termination of this Agreement. If Buyer does not timely give
notice of termination, Buyer shall be deemed to have waived its option contained herein to
terminate this Agreement, Buyer’s obligations under this Agreement shall remain in effect
notwithstanding such condemnation and Buyer shall remain obligated to consummate the purchase in
accordance with the terms of this Agreement, provided, however, that Seller shall, on the Closing
Date (i) assign and remit to Buyer, and Buyer shall be entitled to receive and keep, the net
proceeds of any award or other proceeds of such Material Taking which may have been collected by
Seller as a result of such Material Taking less the reasonable expenses incurred by Seller in
connection with such Taking, or (ii) if no award or other proceeds have been collected, deliver to
Buyer an assignment of Seller’s right to any such award or other proceeds which may be payable to
Seller as a result of such Material Taking.




     For purposes of this Section 17, the term “Material Taking” shall mean any one or more of the
following: (i) taking or proposed taking by eminent domain which involves a taking of more than or
equal to ten percent (10%) of the leased area of the Premises as determined by an independent
appraiser chosen by Seller and Buyer, or (ii) which materially adversely affects access to the Land
and Improvements on a permanent basis, or (iii) causes the Premises to be in violation of
applicable zoning laws or parking requirements, which violation cannot be cured, or (iv) a taking
which results in tenants leasing in the aggregate more than 25% of the square footage leased in any
one building having the right to terminate their Existing Leases, and/or (v) a taking which results
in any Major Tenant having the right to terminate its Existing Lease.



     18. Assignability.



          (a) Assignments Prohibited. Buyer may not assign or suffer an assignment of this
Agreement and/or its rights under this Agreement without the prior written consent of Seller, which
consent Seller may deny in its sole and absolute discretion. Notwithstanding the foregoing,
Seller’s consent shall not be required for an assignment of the Buyer’s interest under this
Agreement, in its entirety only, to an entity wholly-owned and controlled by Buyer or its other
wholly-owned subsidiaries; provided such entity is acceptable to Lender in its sole discretion and
such assignment does not delay or adversely affect the delivery of the Assumption Approval by
Lender. No assignment shall be effective, however, unless and until Buyer shall have furnished to
Seller and Lender both an executed copy of the assignment plus a written assumption agreement, in
form satisfactory to Seller and Lender, by the assignee to assume, perform and be responsible,
jointly and severally with the Buyer named herein, for the performance of all of the obligations of
Buyer under this Agreement and to pay all additional transfer or documentary taxes imposed as a
result of such assignment, together with a certification by the assignee in favor of Seller that
all of the representations and warranties made by Buyer in this Agreement are true and correct with
respect to the assignee as of the date of the assumption agreement. In no event shall Buyer be
relieved of any liability under this Agreement




- 25 -









 







by reason of an assignment of its rights hereunder
and the express terms of any assignment by Buyer shall reaffirm Buyer’s obligations hereunder.




          (b) Prohibited Assignments. Notwithstanding the foregoing provisions of subparagraph
(a), Buyer shall have no right, under any circumstances, to assign this Agreement (i) to any entity
owned or controlled by an employee benefit plan if Seller’s sale of the Premises to such entity
would, in the reasonable judgment of Seller or Seller’s counsel, either create, otherwise cause, or
raise a material question as to whether it would create or otherwise cause, a "prohibited
transaction” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or
(ii) to any person, or to any entity which has as a direct or indirect owner or partial owner a
person with a criminal record, currently under a criminal indictment or who is not of good moral
character.




          (c) Successors and Assigns. Subject to the foregoing limitations, this Agreement
shall extend to, and shall bind, the respective heirs, executors, personal representatives,
successors and assigns of Seller and Buyer.




     19. Inspections/Inspection Period.



          (a) Right to Inspect.
Buyer, and Buyer’s agents and representatives, shall have the right, from time to time, prior
to the Closing Date or earlier termination of this Agreement, during normal business hours, to
enter upon the Premises for the purpose of conducting inspections of the Premises, testing of
machinery and equipment, taking of measurements, making of surveys and generally for the reasonable
ascertainment of matters relating to the Premises, perform reasonable investigations, studies and
tests, including surveys and engineering studies of the Properties as Buyer deems reasonably
necessary or desirable; provided, however, that Buyer shall: (i) give Seller reasonable prior
written notice of the time and place of such entry, in order to permit a representative of Seller
to accompany Buyer; (ii) use commercially reasonable efforts not to interfere with the operations
of the Premises or any tenant thereof; (iii) to the extent of any damage caused by Buyer or its
agents or representatives, restore the Premises and any adjacent property to substantially the same
condition as existed prior to Buyer’s or Buyer’s agents’ and representatives’ inspections of the
Properties; (iv) indemnify, defend and save the Seller, the Seller’s Property Manager, and each of
their respective parent, affiliated and subsidiary entities and, as the case may be, all of their
respective members, partners, trustees, shareholders, directors, officers, employees and agents
(herein, collectively, the “Indemnified Parties”) harmless of and from any and all claims and/or
liabilities which any of the Indemnified Parties may suffer or be subject by reason of or in any
manner relating to such entry and such activities, including, without limitation, any claims by
tenants and/or invitees of the Premises; (v) not enter into any tenant’s leased premises or
communicate with any tenant unless accompanied by Seller or Seller’s agent; provided however Buyer
shall not be required to be accompanied by Seller or Seller’s agent if Buyer provided Seller with
not less than 24 hours prior written notice, and the right to accompany Buyer in each instance, and
Seller elects to not accompany Buyer; (vi) prior to entry onto the Premises, furnish Seller with a
certificate of general liability and property damage insurance maintained by Buyer with combined
limit single occurrence coverage of at least $2,000,000 and naming Seller and Seller’s Property
Manager as additional insureds; and (vii) not conduct any environmental investigations or testing
other than a standard "Phase I” investigation, without prior execution of, and




- 26 -









 







compliance with
Seller’s standard form of Environmental Access Agreement. Notwithstanding the foregoing, however,
Buyer is not required to defend, indemnify or hold harmless Seller from and against any claims
arising out of (i) any negligent act or willful misconduct of Seller or (ii) any condition
discovered by Buyer or its consultants in connection with their due diligence activities. All
inspection rights under this subparagraph (a) shall be subject to the rights of tenants under the
Existing Leases. To facilitate Buyer’s evaluation, within three (3) business days after the
Effective Date, Seller shall use commercially reasonable efforts to deliver copies of or, at
Seller’s option, give Buyer, and its counsel, accountants, and representatives reasonable access
to, the books, records, documents and information (except for internal memoranda and appraisals
(provided however Seller shall make available to Buyer the engineering report and environmental
report prepared in connection with the consummation of the Existing Loan in 2004 (the “2004
Reports”)), and documents and/or information covered by the attorney-client privilege
(collectively, the “Excluded Documents”)) in the possession of Seller or Seller’s Property Manager
with respect to ownership, construction and operation of the Premises (including, without
limitation, all (i) operating statements for the current calendar year (year to date) and the four
(4) previous calendar years relating to the Properties; (ii) the 2004 Reports; (iii) all
preliminary, final and proposed plans, specifications and drawings of the Improvements or the
Premises or any portion thereof; (iv) all warranties and guaranties currently in force and effect
made by any contractors,
subcontractors, vendors or suppliers regarding their performance or the quality of materials
supplied by them in connection with the construction and operation of the Premises, the
Improvements, the Personal Property or the Existing Leases), (v) assessments (special or
otherwise), ad valorem and personal property tax bills for the current year and four (4) previous
calendar years to the extent in the possession of Seller’s Property Manager; (vi) the Existing
Leases, the tenant lease files including all tenant correspondence, the Existing Agreements; (vii)
a current inventory of the Personal Property; and (viii) insurance certificates identifying
Seller’s insurance coverage solely in respect of the Properties; provided however that Seller’s
failure to deliver copies or originals of the foregoing items (i) through (viii) or otherwise
provide Buyer with access thereto within such three (3) business day period shall not be a default
or breach by Seller under this Agreement. Buyer confirms that it has completed and is satisfied
with the results of its due diligence investigations of the market in which the Premises is
located.




          (b) No Liens Permitted. Nothing contained in this Agreement shall be deemed or
construed in any way as constituting the consent or request of Seller, express or implied by
inference or otherwise, to any party for the performance of any labor or the furnishing of any
materials to the Premises or any part thereof, nor as giving Buyer any right, power or authority to
contract for or permit the rendering of any services or the furnishing of any materials that would
give rise to the filing of any liens against the Premises or any part thereof. Buyer agrees to
promptly cause the removal of, and indemnify, defend and hold Seller harmless with respect to, any
mechanic’s or similar lien filed against the Premises or any part thereof by any party performing
any labor or services at the Premises or supplying any materials to the Premises at Buyer’s
request.




          (c) Buyer’s Right of Termination. Buyer shall have the right to terminate this
Agreement, for any or no reason whatsoever, by giving Seller written notice (“Termination Notice”)
at any time prior to 5:00 p.m. Eastern Standard Time on the date which is twenty (20) days after
the Effective Date, which period is referred to as the “Inspection Period”. Upon giving the
Termination Notice, this Agreement shall immediately terminate (except for the





- 27 -










 





indemnity obligations of Buyer to Seller under this Agreement which shall survive termination
of this Agreement) and the Deposit shall be returned to Buyer, as Buyer’s sole and exclusive remedy
as a result of giving the Termination Notice. If Buyer fails to timely deliver the Termination
Notice prior to the expiration of the Inspection Period, the Deposit shall be non-refundable
(except as otherwise provided in this Agreement) and such failure by Buyer shall be deemed a waiver
of Buyer’s right to terminate this Agreement under this Paragraph 19 or
by reason of the physical condition of the Premises or any other matter whatsoever relating to
the Premises (except as otherwise provided in this Agreement) and shall constitute Buyer’s
unconditional obligation to close the transactions contemplated hereby (except as otherwise
provided in this Agreement) in accordance with and subject to the terms and conditions of this
Agreement.




          (d) Survival. The provisions of this Paragraph 19 shall survive termination of this
Agreement and/or the Closing and delivery of the Deed.




     20. Brokers. Seller and Buyer each represents and warrants to the other that it has
dealt with no broker or other intermediary in connection with this transaction other than Holiday,
Fenoglio, Fowler (the “Disclosed Broker”). If any broker or other intermediary other than the
Disclosed Broker claims to be entitled to a fee or commission by reason of having dealt with Seller
or Buyer in connection with this transaction, or having introduced the Premises to Buyer for sale,
or having been the inducing cause to the sale, the party with whom such broker claims to have dealt
shall indemnify, defend and save harmless the other party of and from any claim for commission or
compensation by such broker or other intermediary. Seller agrees to pay, pursuant to a separate
agreement between Seller and the Disclosed Broker, any commission payable to the Disclosed Broker
in connection herewith if, as and when the Closing occurs, and shall indemnify, defend and hold
Buyer harmless with respect thereto. This Paragraph 20 shall survive the termination of this
Agreement and/or the Closing and delivery of the Deed.



     21. Condition of Premises.



          (a) NO WARRANTIES. THE ENTIRE AGREEMENT BETWEEN THE SELLER AND BUYER WITH RESPECT TO
THE PREMISES AND THE PERSONAL PROPERTY AND THE SALE THEREOF IS EXPRESSLY SET FORTH IN THIS
AGREEMENT AND IN ANY CONFIDENTIALITY AGREEMENT WHICH BUYER IS SUBJECT TO. THE PARTIES ARE NOT
BOUND BY ANY AGREEMENTS, UNDERSTANDINGS, PROVISIONS, CONDITIONS, REPRESENTATIONS OR WARRANTIES
(WHETHER WRITTEN OR ORAL AND WHETHER MADE BY SELLER, SELLER’S PROPERTY MANAGER OR ANY AGENT,
EMPLOYEE OR PRINCIPAL OF SELLER, SELLER’S PROPERTY MANAGER OR ANY OTHER PARTY) OTHER THAN AS ARE
EXPRESSLY SET FORTH AND STIPULATED IN THIS AGREEMENT AND ANY SUCH CONFIDENTIALITY AGREEMENT.
WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES THAT IT AND ITS
REPRESENTATIVES HAVE FULLY INSPECTED THE PREMISES, THE PERSONAL PROPERTY, THE EXISTING LOAN
DOCUMENTS, EXISTING LEASES AND EXISTING AGREEMENTS, OR WILL BE PROVIDED WITH AN ADEQUATE
OPPORTUNITY TO DO SO, ARE OR WILL BE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING,
WITHOUT
LIMITATION, ENVIRONMENTAL) CONDITION THEREOF,




- 28 -









 







AND THAT THE PREMISES, THE PERSONAL PROPERTY,
THE EXISTING LOAN DOCUMENTS, EXISTING LEASES AND EXISTING AGREEMENTS HAVE BEEN PURCHASED BY BUYER
IN AN “AS IS” AND “WHERE IS” CONDITION AND WITH ALL EXISTING DEFECTS (PATENT AND LATENT) AS A
RESULT OF SUCH INSPECTIONS AND INVESTIGATIONS AND NOT IN RELIANCE ON ANY AGREEMENT, UNDERSTANDING,
CONDITION, WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE) OR REPRESENTATION MADE BY SELLER, SELLER’S PROPERTY MANAGER OR
ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER, SELLER’S PROPERTY MANAGER OR ANY OTHER PARTY (EXCEPT AS
OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS TO THE FINANCIAL OR PHYSICAL
(INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION OF THE PREMISES OR THE PERSONAL PROPERTY
OR THE AREAS SURROUNDING THE PREMISES, OR AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, AS TO ANY PERMITTED USE THEREOF, THE ZONING CLASSIFICATION THEREOF OR COMPLIANCE
THEREOF WITH FEDERAL, STATE OR LOCAL LAWS, AS TO THE INCOME OR EXPENSE IN CONNECTION THEREWITH, OR
AS TO ANY OTHER MATTER IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE
EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT, NONE OF SELLER, SELLER’S PROPERTY MANAGER OR ANY
AGENT OR EMPLOYEE OF SELLER OR OF SELLER’S PROPERTY MANAGER, OR ANY OTHER PARTY ACTING ON BEHALF OF
SELLER, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY SUCH AGREEMENT, CONDITION, REPRESENTATION OR
WARRANTY EITHER EXPRESSED OR IMPLIED. THIS PARAGRAPH SHALL SURVIVE CLOSING AND DELIVERY OF THE
DEED, AND SHALL BE DEEMED INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS DELIVERED BY
SELLER TO BUYER IN CONNECTION WITH THE SALE OF THE PREMISES AND THE PERSONAL PROPERTY.




          (b) CHANGE OF CONDITIONS. SUBJECT TO SELLER’S OBLIGATIONS UNDER SUBPARAGRAPH (d)
BELOW, BUYER SHALL ACCEPT THE PREMISES AND THE PERSONAL PROPERTY AT THE TIME OF CLOSING IN THE SAME
CONDITION AS THE SAME ARE AS OF THE DATE OF THIS AGREEMENT, AS SUCH CONDITION SHALL HAVE CHANGED BY
REASON OF REASONABLE WEAR AND TEAR AND, SUBJECT TO PARAGRAPH 16 AND PARAGRAPH 17 HEREOF, DAMAGE BY
FIRE OR OTHER CASUALTY AND CONDEMNATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER
SPECIFICALLY ACKNOWLEDGES THAT THE FACT THAT ANY PORTION OF THE PREMISES OR THE PERSONAL PROPERTY
OR ANY EQUIPMENT OR MACHINERY THEREIN OR ANY PART THEREOF MAY NOT BE IN WORKING ORDER OR CONDITION
AT THE CLOSING DATE BY REASON OF REASONABLE WEAR AND TEAR OR DAMAGE BY FIRE OR OTHER CASUALTY, OR
BY REASON OF ITS PRESENT CONDITION, SHALL NOT RELIEVE BUYER OF ITS OBLIGATION TO COMPLETE CLOSING
UNDER THIS AGREEMENT AND PAY THE FULL PURCHASE PRICE. EXCEPT AS PROVIDED IN SUBPARAGRAPH (d)
BELOW, SELLER HAS NO
OBLIGATION TO MAKE ANY REPAIRS OR REPLACEMENTS REQUIRED BY REASON OF WEAR AND TEAR OR



- 29 -









 






FIRE OR
OTHER CASUALTY, BUT MAY, AT ITS OPTION AND ITS COST, MAKE ANY SUCH REPAIRS AND REPLACEMENTS PRIOR
TO THE CLOSING DATE.




          (c) Condition of Delivery. Seller has no obligation to deliver the Premises in a
“broom clean” condition, and at Closing Seller may leave in the Premises all items of personal
property and equipment, partitions and debris as are now presently therein.




          (d) Seller Repairs. Between the date of the execution of this Agreement and the
Closing Date, Seller shall perform all customary ordinary repairs to the Premises and the Personal
Property as Seller has customarily previously performed to maintain them in substantially the same
condition as they are as of the date of this Agreement, as said condition shall be changed by wear
and tear, damage by fire or other casualty, or vandalism. Notwithstanding the foregoing, Seller
shall have no obligation to make any structural or extraordinary repairs or capital improvements
between the date of this Agreement and Closing.




          (e) RELEASE. WITHOUT LIMITING THE PROVISIONS OF SUBPARAGRAPH (a) ABOVE AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, BUYER HEREBY RELEASES SELLER,
SELLER’S PROPERTY MANAGER AND (AS THE CASE MAY BE) THE SELLER’S, SELLER’S PROPERTY MANAGER’S AND
EACH OF THEIR RESPECTIVE PARENTS, AFFILIATED AND SUBSIDIARY ENTITIES AND ALL OF THEIR RESPECTIVE
MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS AND AGENTS FROM
ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES
(INCLUDING REASONABLE ATTORNEY’S FEES WHETHER THE SUIT IS INSTITUTED OR NOT) WHETHER KNOWN OR
UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE “CLAIMS”) ARISING FROM OR
RELATING TO (i) ANY DEFECTS (PATENT OR LATENT), ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION
OF THE PREMISES WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE, OR (ii) ANY OTHER
CONDITIONS, INCLUDING ENVIRONMENTAL AND OTHER PHYSICAL CONDITIONS, AFFECTING THE PREMISES WHETHER
THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. THE RELEASE SET FORTH IN THIS SECTION
SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY ENVIRONMENTAL LAWS OF THE UNITED
STATES, THE STATE IN WHICH THE PREMISES IS LOCATED OR ANY POLITICAL SUBDIVISION THEREOF OR UNDER
THE AMERICANS WITH DISABILITIES ACT OF 1990, AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME
AND ANY REGULATIONS, ORDERS, RULES OF PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH
LAWS, REGARDLESS OF WHETHER
THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT BUYER HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF BUYER’S SELECTION AND BUYER IS GRANTING THIS RELEASE OF
ITS OWN VOLITION AND AFTER CONSULTATION WITH BUYER’S COUNSEL. THE RELEASE SET FORTH HEREIN DOES
NOT APPLY TO THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY INDEMNITY
OR WARRANTY EXPRESSLY MADE BY SELLER IN ANY DOCUMENT DELIVERED BY SELLER AT CLOSING. NOTWITHSTANDING




- 30 -









 







THE FOREGOING, THE RELEASE AND WAIVER IN THIS PARAGRAPH SHALL NOT RESULT IN A
WAIVER AND RELEASE OF THE EXPRESS WARRANTIES, REPRESENTATIONS AND COVENANTS SET FORTH IN THIS
AGREEMENT AND/OR THE CLOSING DOCUMENTS.




          (f) Seller Reports. Buyer acknowledges that Seller makes no warranties or
representations regarding the adequacy, accuracy or completeness of Seller’s environmental and/or
engineering reports or other materials relating to the Premises made available to Buyer
(collectively, the “Reports”) or other documents relating to the Premises, and Buyer shall have no
claim against Seller based upon the Reports or such other documents relating to the Premises or
Seller’s failure to deliver any documents relating to the Premises to Buyer. Buyer further
acknowledges that Buyer has had full opportunity to perform such physical inspections,
environmental and engineering investigations and appraisals as Buyer deems appropriate prior to
Closing, and Buyer obtained or shall obtain its own physical inspections, environmental and
engineering reports and appraisals of the Premises.




          (g) Effect of Disclaimers. Buyer acknowledges and agrees that the Purchase Price has
been negotiated to take into account that the Premises and Personal Property are being sold subject
to the provisions of this Paragraph 21 and that Seller would have charged a higher purchase price
if the provisions in this Paragraph 21 were not agreed upon by Buyer.




          (h) Survival. The provisions of this Paragraph 21 shall survive Closing and delivery
of the Deed.




     22. Survival of Provisions.



          (a) Acceptance by Buyer of the Deed at Closing shall constitute an acknowledgment by Buyer of
full performance by Seller of all of Seller’s obligations under this Agreement, except for the
obligations of Seller which are expressly provided in this Agreement to survive Closing.




          (b) Any of Buyer’s obligations under this Agreement that are expressly provided in this
Agreement to survive Closing or that shall possibly imply performance or observance after the
Closing Date shall survive Closing and delivery of the Deed, notwithstanding any presumption to
the contrary.




          (c) (i) Notwithstanding any provision to the contrary set forth in this Agreement, the
representations of Seller expressly set forth in Paragraph 9 of this Agreement shall survive
Closing under this Agreement for a period of nine (9) months
(the “Survival Period”); provided,
however, that each representation of Seller set forth in this Agreement with respect to Existing
Leases for which a Tenant Estoppel Certificate is delivered, and the information in such Tenant
Estoppel Certificate confirms Seller’s representation in all material respects, shall not survive
Closing as to the specific information contained in such Tenant Estoppel Certificate.




               (ii) If Buyer actually determines prior to Closing that any of the representations of Seller
(which were true when made), are breached in any material respect prior to the Closing Date, other
than by reason of any willful misconduct of Seller, Buyer’s sole



- 31 -









 




right and remedy shall be to
terminate this Agreement by giving to Seller written notice of such termination within ten (10)
days after Buyer actually learns of the breach of such representation. In such event the Deposit
shall be returned to Buyer and neither party shall have any further rights or obligations
hereunder, except for those which expressly survive the termination of this Agreement. If Buyer
actually determines prior to Closing that any of the representations of Seller are breached in any
material respect prior to the Closing Date by reason of any willful misconduct of Seller, Buyer’s
sole right and remedy shall be that set forth in Paragraph 14(b) hereof. If Buyer fails to give
such written termination notice to Seller within such time period, Buyer shall be deemed to have
waived any right or remedy (including, without limitation, any right under this Agreement to
terminate this Agreement) by reason of such breach. If Buyer shall notify Seller of any breach of
any representation prior to the Closing, Seller shall have until the date that is the later of the
originally scheduled Closing Date or thirty (30) days from the date of Buyer’s notice, at Seller’s
option, to attempt to cure such breach and if Seller so elects to cure or attempt to cure such
breach, the Closing Date automatically shall be extended to such thirty (30) days after Buyer’s
notice to permit such cure by Seller.




               (iii) Seller shall have no liability to Buyer by reason of a breach or default of any of
Seller’s representations unless Buyer shall have given to Seller
written notice (“Warranty Notice”)
of such breach or default within the Survival Period, and shall have given to Seller an opportunity
to cure any such breach or default within thirty (30) days after Buyer’s Warranty Notice. No claim
for breach of any representation or warranty of Seller shall be actionable or payable unless the
valid claims for all such breaches collectively aggregate more than $250,000.00, in which event the
full amount of such claims shall be actionable. In no event
shall the aggregate liability of Seller to Buyer by reason of a breach or default of one or
more of Seller’s representations exceed $2,000,000.00. Seller’s liability shall be limited to
actual damages and shall not include consequential damages. The parties shall proceed for a period
of sixty (60) days after Seller’s receipt of a Warranty Notice to attempt to resolve and settle
Buyer’s claim pursuant to such Warranty Notice and if the parties are unable to resolve and settle
such claim within such sixty (60) day period, any litigation with respect to any representation
must be commenced within one hundred twenty (120) days from the date of the Warranty Notice, and if
not commenced within such time period, Buyer shall be deemed to have waived its claims for such
breach or default.



          (d) Survival. The provisions of this Paragraph 22 shall survive Closing and delivery
of the Deed.




     23. Miscellaneous.



          (a) Captions or Headings; Interpretation. The captions or headings of the Paragraphs
and subparagraphs of this Agreement are for convenience only, and shall not control or affect the
meaning or construction of any of the terms or provisions of this Agreement. Wherever in this
Agreement the singular number is used, the same shall include the plural and vice versa and the
masculine gender shall include the feminine gender and vice versa as the context shall require.



- 32 -









 








          (b) Amendments and Waivers. No change, alteration, amendment, modification or waiver
of any of the terms or provisions of this Agreement shall be valid, unless the same shall be in
writing and signed by Buyer and Seller.




          (c) Counterparts. This Agreement may be executed in multiple counterparts each of
which shall be deemed an original but together shall constitute one agreement.




          (d) Applicable Law. This Agreement shall be governed and construed according to the
laws of the State where the Premises is located.




          (e) Right to Waive Conditions or Contingency. Either party may waive any of the terms
and conditions of this Agreement made for its benefit provided such waiver is in writing and signed
by the party waiving such term or condition.




          (f) Partial Invalidity. If any term, covenant, condition or provision of this
Agreement or the application thereof to any person or circumstance shall be invalid or
unenforceable, at any time or to any extent, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable, shall not be affected thereby, unless such invalidity or unenforceability
materially frustrates the intent of the parties as set forth herein. Each term, covenant,
condition and provision of this Agreement shall be valid and enforced to the fullest extent
permitted by law.




          (g) Confidentiality. Subject to Paragraph 23(i), Buyer agrees to treat all
information received with respect to the Properties, whether such information is obtained from
Seller or from Buyer’s own due diligence investigations, in a confidential manner. Buyer shall not
disclose any such information to any third parties, other than such disclosure to Buyer’s counsel,
consultants, accountants and advisers as may be required in connection with the transactions
contemplated hereby (such disclosure to be made expressly subject to this confidentiality
requirement). Seller and Buyer agree to keep this Agreement confidential and not make any public
announcements or disclosures with respect to the subject matter of this Agreement prior to Closing
without the written consent of the other party. Without limiting the foregoing, Buyer may disclose
any information to its agents, advisors, consultants, prospective lenders, investors, and employees
involved in the review of the Property or as may be required by law, by any court, or
administrative order or the SEC.




          (h) Agreement Not To Be Recorded. This Agreement shall not be filed of record by or
on behalf of Buyer in any office or place of public record. If Buyer fails to comply with the
terms hereof by recording or attempting to record this Agreement or a notice thereof, such act
shall not operate to bind or cloud the title to the Premises. Seller shall, nevertheless, have the
right forthwith to institute appropriate legal proceedings to have the same removed from record.
If Buyer or any agent, broker or counsel acting for Buyer shall cause or permit this Agreement or a
copy thereof to be filed in an office or place of public record, Seller, at its option, and in
addition to Seller’s other rights and remedies, may treat such act as a material default of this
Agreement on the part of Buyer. However, the filing of this Agreement in any lawsuit or other
proceedings in which such document is relevant or material shall not be deemed to be a violation of
this Paragraph.




- 33 -









 








          (i) Tax Treatment. Notwithstanding anything to the contrary, any understanding or
agreement among the parties as to confidentiality in relation to the transactions contemplated by
this and any other related agreements (the “Transaction”) shall not apply to the U.S. federal tax
treatment or U.S. federal tax structure of the Transaction and each party hereto (and any employee,
representative, or agent of any party) may disclose to any and all persons, without limitation of
any kind, the U.S. federal tax treatment and U.S. federal tax structure of the Transaction and all
other materials of any kind (including opinions or other U.S. federal tax
analysis) that are provided to any party hereto relating to such U.S. federal tax treatment
and U.S. federal tax structure. However, any such information relating to such U.S. federal tax
treatment and U.S. federal tax structure is required to be kept confidential to the extent
necessary to comply with any applicable securities laws. The preceding sentences are intended to
cause the Transaction not to be treated as having been offered under conditions of confidentiality
for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provisions) of
the Treasury Regulations issued under the Internal Revenue Code of 1986, as amended, and shall be
construed in a manner consistent with such purpose.




          (j) Time. Time, wherever stated in this Agreement, is declared to be of the essence
of this Agreement.




          (k) Radon Disclosure . Pursuant to F.S. 404.056(6), the following disclosure
is made by Seller:



Radon is a naturally occurring radioactive
gas that when accumulated in a building in
sufficient quantities may present health risks
to persons who are exposed to it over time.
Levels of radon that exceed federal and state
guidelines have been found in buildings in
Florida. Additional information regarding radon
or radon testing may be obtained from your
County Public Health Unit.



     24. ERISA. Notwithstanding anything contained in this Agreement, Seller and Buyer
hereby agree that if the transactions contemplated by this Agreement are non-exempt prohibited
transactions under Section 406 of ERISA Seller shall not be obligated to sell the Premises to
Buyer. On or before five (5) days prior to Closing, Buyer shall provide to Seller all information
on the ownership of Buyer necessary or desirable to enable Seller to determine whether the sale of
the Premises will be a non-exempt prohibited transaction. If such information provided to Seller
indicates, in Seller’s reasonable judgment, that the transactions contemplated hereby are, or raise
a material question whether they may be, prohibited under the foregoing provisions of ERISA, Seller
may, at its option exercised within five (5) business days after receipt of all such information
from Buyer requested by Seller, terminate this Agreement by written notice thereof to Buyer,
whereupon Buyer shall be entitled to the return of the Deposit, and upon such termination and
return of the Deposit, Buyer and Seller shall thereafter have no further liability or obligations
hereunder, or otherwise, and this Agreement shall be deemed of no further force or effect, except
that the indemnity obligations of Buyer to Seller set forth in this



- 34 -









 




Agreement shall survive such
termination. If Buyer fails to provide such information within the time stated above, Seller may,
at its option, declare a default by Buyer under this Agreement, terminate this Agreement and be
entitled to the remedies provided in this Agreement for a default by Buyer.




     25. Sophistication of the Parties. Each party hereto hereby acknowledges and agrees
that it has consulted legal counsel in connection with the negotiation of this Agreement and that
it has bargaining power equal to that of the other parties hereto in connection with the
negotiation and execution of this Agreement. Accordingly, the parties hereto agree the rule of
contract construction to the effect that an agreement shall be construed against the draftsman
shall have no application in the construction or interpretation of this Agreement.



     26. Limited Liability. Prior to the Closing Date, the obligations of Seller under
this Agreement or directly or indirectly arising out of this Agreement shall be limited solely to
Seller’s interest in the Premises and Personal Property. Neither Buyer nor any one else claiming
by or through Buyer shall in any event have any claim against any member of Seller.



     27. Enforcement.



          (a) If either party hereto fails to perform any of its obligations under this Agreement or if
a dispute arises between the parties hereto concerning the meaning or interpretation of any
provision of this Agreement, then the defaulting party or the party not prevailing in such dispute
shall pay any and all costs and expenses incurred by the other party on account of such default
and/or in enforcing or establishing its rights hereunder, including, without limitation, court
costs and reasonable attorneys’ fees and disbursements. Any such attorneys’ fees and other
expenses incurred by either party in enforcing a judgment in its favor under this Agreement shall
be recoverable separately from and in addition to any other amount included in such judgment, and
such attorneys’ fees obligation is intended to be severable form the other provisions of this
Agreement and to survive and not be merged into any such judgment.




          (b) Seller’s Property Manager shall be deemed an intended third-party beneficiary of those
provisions of this Agreement and all agreements delivered pursuant to this Agreement which may
provide that Buyer shall release and/or indemnify Seller, Seller’s Property Manger or other
parties against any obligation set forth herein.




     28. Deposit Instructions.



          (a) The Title Company joins in this Agreement to evidence its agreement to hold the Deposit
received by it in accordance with the terms and conditions of this Paragraph 28 and pursuant to
written instructions of Seller and Buyer. The following provisions shall control with respect to
the rights, duties and liabilities of the Title Company.




               (i) The Title Company acts under this Agreement as a depository only and is not responsible
or liable in any manner whatsoever for the (i) sufficiency,
correctness, genuineness or validity of any written instrument, notice or evidence of a
party’s receipt of any instruction or notice which is received by the Title Company, or (ii)
identity or authority of any person executing such instruction notice or evidence.



- 35 -









 





               (ii) The Title Company shall have no responsibility hereunder except for the performance by
it in good faith of the acts to be performed by it hereunder, and the Title Company shall have no
liability except for its own willful misconduct or gross negligence.



               (iii) If demand for the Deposit is made upon the Title Company by either Seller or Buyer,
with a copy to the non-demanding party, the non-demanding party shall have five (5) business days
to object in writing to the demand for the Deposit.



               (iv) The Title Company shall be reimbursed on an equal basis by Buyer and Seller for any
reasonable expenses incurred by the Title Company arising from a dispute with respect to the
amount held in escrow, including the cost of any reasonable legal expenses and court costs
incurred by the Title Company, should the Title Company deem it necessary to retain an attorney
with respect to the disposition of the amount held in escrow.



               (v) In the event of a dispute between Seller and Buyer with respect to the disposition of the
amount held in escrow, the Title Company shall be entitled, at its own discretion but shall not be
required, to deliver such amount to a court of competent jurisdiction. In the event of any
disagreement between Seller and Buyer resulting in conflicting instructions to, or adverse claims
or demands upon the Title Company with respect to the release of the Deposit, the Title Company
may refuse to comply with any such instructions, claims or demands so long as such disagreement
shall continue, and in so refusing the Title Company shall not release the Deposit, or make any
other disposition of the Deposit. The Title Company shall not be or become liable in any way to
Seller or Buyer for its failure or refusal to comply with any such conflicting instructions or
adverse claims or demands, and it shall be entitled to continue to refrain from acting until such
conflicting or adverse claims or demands shall have been (a) adjusted by agreement and it shall
have been notified in writing by Seller and Buyer or (b) finally determined by a court of
competent jurisdiction in Miami-Dade County, Florida.



               (vi) The Title Company shall invest the amount in escrow in accounts which invest solely in
government securities and shall be applied in accordance with the terms of this Agreement.



               (vii) Seller and Buyer hereby jointly and severally indemnify and agree to indemnify and save
the Title Company harmless for any and all loss, damage, claims, liabilities, judgments, and other
cost and expense of every kind and nature which may be incurred by the Title Company by reason of
its acceptance of, and its performance under this Agreement (including, without limitation,
reasonable attorney’s fees) except any acts or omissions arising from the Title Company’s willful
default or negligence.



     29. Assumption of Existing Financing.



          (a) The Premises are now subject to and encumbered by that certain Notice of Future Advance,
Mortgage Modification, Extension and Spreader Agreement and Security Agreement, as amended (the
“Existing Mortgage”) and other security instruments in favor of Lehman Brothers Bank, FSB
evidencing and securing a first mortgage loan in the original principal amount of $91,000,000.00
(the “Existing Loan”). The holder of the Existing
Loan is referred to herein as “Lender”. Buyer
has been furnished with and has had the opportunity



- 36 -









 




fully to review all documents and instruments
in Seller’s possession relating to the Existing Loan. The Existing Mortgage and such other
documents and instruments evidencing and securing the Existing Loan are herein collectively called
the “Existing Loan Documents”. Buyer acknowledges that the Existing Loan Documents contain a “due
on sale” provision, and that the transfer of the Existing Loan to Buyer, as contemplated by this
Agreement, would constitute a default or event of default under the Existing Loan Documents unless
(i) the prior written consent of Lender with respect thereto is first obtained, and (ii) the
conditions to transfer set forth in Section 8.3(c) of the Existing Mortgage (the “Existing Loan
Transfer Conditions”), a copy of which is attached hereto as Exhibit “N”, are either
satisfied or waived, ((i) and (ii) being referred to herein collectively, as the “Assumption
Approval”).





          (b) Buyer shall promptly provide to the Lender financial and such other information as the
Lender may reasonably request including, but not limited to, individual and company financial
statements, as may be applicable, and tax returns as well as prior real estate experience of the
principals. Buyer shall deliver an application to Lender for the Assumption Approval within ten
(10) business days after the Effective Date. If required by the Lender, the Assumption Approval
shall include the approval of any rating agency that has rated securities related to the Existing
Loan. If the Assumption Approval is not obtained within seventy-five (75) days after the date
hereof, Seller or Buyer shall be entitled to exercise a one time right to extend the date for
obtaining Assumption Approval for up to thirty (30) additional days. If Seller or Buyer does not
so extend the Assumption Approval period, or Buyer is unable to obtain Assumption Approval within
the extended time provided, then either party may terminate this Agreement and the Deposit shall
be returned to Buyer and the parties shall have no further rights or obligations under this
Agreement, except for those which expressly survive the termination of this Agreement.




          (c) Buyer or its permitted assignee shall be a “Special Purpose Entity” as defined in the
Existing Mortgage.




          (d) The transaction contemplated hereby is contingent upon the Lender releasing the Seller
and its principals from any and all responsibilities under the Existing Loan Documents arising
from and after the Closing Date.




          (e) It is an express condition of this Agreement that Buyer will promptly and diligently
comply with the provisions of the Existing Loan Documents regarding obtaining Assumption Approval
including, without limitation, the Existing Loan Transfer Conditions (as if Buyer were “Borrower”
thereunder) and shall keep Seller advised of its negotiations, submissions and progress in
obtaining Assumption Approval. Buyer shall submit all Lender requested information in an
expeditious manner, forwarding copies of the submission letters (provided no confidential or
proprietary information is contained thereunder) to Seller.




- 37 -









 






          (f) Seller hereby agrees to use commercially reasonable efforts, at no cost to Seller, to assist
Buyer in obtaining the Assumption Approval.




     IN WITNESS WHEREOF, the parties hereto, intending legally to be bound hereby, have executed
this Agreement as of the date first above written.



	 	 	 	 	 	 	 
	 

	 	SELLER:	 	 
	 
	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT
CORPORATE
CENTER LIMITED LIABILITY COMPANY
	 
	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC,

its managing member
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert Hughes 
	 

	 		 	 
	 

	 	 	 	Name: Robert Hughes

Title: Vice President
	 
	 	 	 	 	 	 
	 

	 	BUYER:	 	 
	 
	 	 	 	 	 	 
	 	 	HINES REIT PROPERTIES, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Hines Real Estate Investment Trust, Inc.
	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Charles N. Hazen 
	 	 	 	 	 
	 

	 	 	 	Name:	 	Charles N. Hazen 
	 

	 	 	 	Title:	 	President 






- 38 -









 






JOINDER




     The Title Company is executing this Agreement to evidence its agreement to hold the Deposit
and act as Title Company in accordance with the terms and conditions of paragraphs 2(a), 2(c),
4(e)(ii), 4(f), 12(a)(i), 12(a)(iii),12(a)(iv), 12(a)(vii), 14, 15, 16(c), 17(b), 19(c), 22(c), 24,
28 and 29. The Title Company has no knowledge, actual or imputed, and no duty of inquiry with
respect to any other provision of this Agreement and hereby limits its joinder and obligations to
the specific provisions hereinbefore listed.



	 	 	 	 	 
	 	 	FIRST AMERICAN TITLE INSURANCE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 






- 39 -










 






EXHIBIT A




LEGAL DESCRIPTION




     PARCEL 1:



     Lots 1, 2 and 3, in Block 1, and Lot 3, in Block 2, AIRPORT CORPORATE CENTER, according to the
Plat thereof, recorded in Plat Book 130, at Page 51, of the Public Records of Miami-Dade County,
Florida.



     PARCEL 2:



     Lot 1, Block 2, AIRPORT CORPORATE CENTER, according to the Plat thereof, recorded in Plat Book
130, at Page 51, of the Public Records of Miami-Dade County, Florida.



     PARCEL 2-A:



     Together with a non-exclusive easement for vehicular and pedestrian ingress and egress over
and across the West 12 feet of Lot 2, Block 2, AIRPORT CORPORATE CENTER, Plat Book 130, Page 51,
created pursuant to that certain Declaration of Restrictive Covenants in Lieu of Unity of Title,
Easement and Operating Agreement dated December 31, 1986, filed January 2, 1987, in Official
Records Book 13134, page 1105, of the Public Records of Miami-Dade County, Florida.



     PARCEL 3:



     Lot 2, Block 2, AIRPORT CORPORATE CENTER, according to the Plat thereof, recorded in Plat Book
130, at Page 51, of the Public Records of Miami-Dade County, Florida.



     PARCEL 3-A:



     The nonexclusive easement reserved in instrument filed January 2, 1987, in Official Records
Book 13134, page 1105, for ingress and egress over the East 12 feet of Lot 1, Block 2, AIRPORT
CORPORATE CENTER, according to the Plat thereof, recorded in Plat Book 130, at Page 51, of the
Public Records of Miami-Dade County, Florida, for the benefit of Lot 2, Block 2, AIRPORT CORPORATE
CENTER, according to the Plat thereof, recorded in Plat Book 130, at Page 51, of the Public Records
of Miami-Dade County, Florida.



     PARCEL 4:



     Tract “B-2”, of ACC-WEST REPLAT, according to the Plat thereof, recorded in Plat Book 146, at
Page 29, of the Public Records of Miami-Dade County, Florida.



     PARCEL 4-A:



     TOGETHER WITH that certain Driveway Easement created pursuant to Driveway Easement Agreement
dated September 5, 1996, filed September 11, 1996, in Official Records Book 17348, at Page 3797.



Exhibit A-1









 





     PARCEL 4-B:



     TOGETHER WITH Reciprocal Easement for Ingress and Egress created pursuant to Road Easement and
Drainage Easement dated January 30, 1992, filed February 11, 1992, in Official Records Book 15382,
page 2352.



     PARCEL 4-C:



     Together with a non-exclusive right, privilege and easement for access over and across the
driveway only, legally described and depicted as set forth in Exhibit “C” of that certain
Access Easement Agreement filed February 11, 1992, in Official Records Book 15382, page 2371, as
amended by Amendment to Access Easement Agreement filed June 19, 1996, in Official Records Book
17245, page 1450.



     PARCEL 5:



     Tract “A”, of ACC-WEST, according to the Plat thereof, recorded in Plat Book 144, at Page 29,
Public Records of Miami-Dade County, Florida.



     PARCEL 5-A:



     Together with that certain Driveway Easement created pursuant to Driveway Easement Agreement
dated September 5, 1996, filed September 11, 1996, in Official Records Book 17348, page 3797.



     PARCEL 5-B:



     TOGETHER WITH that certain Road Easement and Drainage Easement created pursuant to Road
Easement and Drainage Easement Agreement dated January 30, 1992, filed February 11, 1992, in
Official Records Book 15382, at Page 2352.



     PARCEL 6:



     Tract B-1, of ACC-WEST REPLAT, according to the Plat thereof, recorded in Plat Book 146, at
Page 29, Public Records of Miami-Dade County, Florida.



     PARCEL 6-A:



     Together with a non-exclusive right, privilege and easement for access over and across the driveway
only, legally described and depicted as set forth in Exhibit “C” of that certain Access
Easement Agreement filed February 11, 1992, in Official Records Book 15382, page 2371, as amended
by Amendment to Access Easement Agreement filed June 19, 1996, in Official Records Book 17245, page
1450.



Exhibit A-2









 





EXHIBIT B




PERSONAL PROPERTY




	 	 	 	 	 	 	 	 	 
	ITEM	 	MANUFACTURER	 	MODEL/TYPE	 	QTY	 	BLDG
	Management Office
	 	 	 	 	 	 	 	 
	Reception Desk
	 	N/A	 	Black	 	1	 	7300
	Reception Chair
	 	N/A	 	Navy Blue	 	1	 	7300
	Reception Credenza
	 	N/A	 	Black	 	1	 	7300
	Visitor Chairs
	 	N/A	 	Blue	 	4	 	7300
	Visitor Coffee Table
	 	N/A	 	Glass and wood	 	1	 	7300
	Conference Room Table
	 	N/A	 	Cherry Wood Finish	 	1	 	7300
	Conference Room Table
	 	N/A	 	Marble — Black	 	1	 	7300
	Conference Room Chairs
	 	N/A	 	Blue	 	10	 	7300
	Conference Room Chairs
	 	N/A	 	Black	 	8	 	7300
	Conference Room Credenza
	 	N/A	 	Cherry Wood Finish	 	1	 	7300
	Conference Room Wall Unit
	 	N/A	 	Wood — Black	 	1	 	7300
	Assorted Framed Photos
	 	N/A	 	Large and Small	 	30	 	7300
	Assorted Framed Art
	 	N/A	 	Prints	 	3	 	7300
	Kitchen Table
	 	N/A	 	Formica	 	1	 	7300
	Kitchen Chairs
	 	N/A	 	Red — Cloth	 	4	 	7300
	Refrigerator
	 	N/A	 	General Electric—Beige	 	1	 	7300
	Shredding Machine
	 	N/A	 	 	 	1	 	7300
	Electric Typewriter
	 	N/A	 	IBM	 	1	 	7300






Exhibit B-1









 






	 	 	 	 	 	 	 	 	 
	ITEM	 	MANUFACTURER	 	MODEL/TYPE	 	QTY	 	BLDG
	Paper Cutter
	 	N/A	 	Manual	 	1	 	7300
	Pencil Sharpener
	 	N/A	 	 	 	1	 	7300
	Computer Sever w Monitor
	 	N/A	 	Compaq ML 350	 	1	 	7300
	Computers/Monitors Desktop
	 	N/A	 	Dell — OptiPlex GX1	 	5	 	7300
	Workstations
	 	N/A	 	 	 	5	 	7300
	Workstation Chairs
	 	N/A	 	 	 	5	 	7300
	Desks
	 	N/A	 	Cherry Wood	 	5	 	7300
	Desk Chairs
	 	N/A	 	 	 	5	 	7300
	Office Chairs
	 	N/A	 	Cherry Wood and Fabric	 	12	 	 
	File Cabinets
	 	N/A	 	Metal	 	25	 	7300
	Office Supply Cabinets
	 	N/A	 	 	 	2	 	7300
	Book Cases
	 	N/A	 	 	 	2	 	7300
	Printer
	 	N/A	 	HP LaserJet 5 Si	 	1	 	7300
	Printer
	 	N/A	 	HP LaserJet 5	 	1	 	7300
	Radio Phone
	 	Motorolla	 	 	 	19	 	7300
	Office Telephone
	 	Norstar	 	 	 	22	 	7300
	Phone System
	 	 	 	 	 	1	 	7300






Exhibit B-2









 






	 	 	 	 	 	 	 	 	 
	TOOL	 	MANUFACTURER	 	MODEL/TYPE	 	QTY	 	BLDG
	Blower, Back Pack
	 	Tanaka Pro Force	 	TBL 4600	 	1	 	8
	Blower, Hand Held
	 	Tanaka Pro Force	 	THB 2510	 	1	 	9
	Compressor, Air
	 	Campbell Hausield	 	WL660001AJ	 	1	 	8
	Cutter, Bolt
	 	H.K. Porter	 	20"	 	1	 	8
	Cutter, Bolt
	 	Workforce	 	14"	 	1	 	8
	Drain Auger, Hand
	 	Ridgid	 	K3	 	1	 	10
	Drain Auger, Power
	 	Ridgid	 	K60SP	 	1	 	8
	Drain Auger, Power
	 	Ridgid	 	K375	 	1	 	8
	Drill Press
	 	Ryobi	 	DP120	 	1	 	8
	Drill Sharpener
	 	Drill Doctor	 	400	 	1	 	8
	Drill, Cordless
	 	Makita	 	6095D	 	1	 	10
	Grease Gun
	 	Plews	 	Hand Pump	 	1	 	4
	Grease Gun
	 	Plews	 	Hand Pump	 	1	 	8
	Grease Gun
	 	Plews	 	Hand Pump	 	1	 	9
	Grease Gun
	 	Plews	 	Hand Pump	 	1	 	10
	Grinder
	 	Craftsman	 	257-192190	 	1	 	8
	Key Cutting Machine
	 	Speedex	 	9160MC	 	1	 	4
	Key Cutting Machine
	 	Speedex	 	9160MC	 	1	 	8
	Key Cutting Machine
	 	Speedex	 	9160MC	 	1	 	10
	Ladder, 4FT
	 	Louisville	 	L-3111-04	 	1	 	4
	Ladder, 4FT
	 	Louisville	 	L-3111-04	 	1	 	10






Exhibit B-3









 






	 	 	 	 	 	 	 	 	 
	TOOL	 	MANUFACTURER	 	MODEL/TYPE	 	QTY	 	BLDG
	Ladder, 6FT
	 	Werner	 	6206	 	1	 	4
	Ladder, 6FT
	 	Werner	 	6206	 	1	 	5
	Ladder, 6FT
	 	Werner	 	6206	 	1	 	9
	Ladder, 6FT
	 	Werner	 	6206	 	1	 	10
	Ladder, 6FT
	 	Werner	 	6206	 	1	 	11
	Ladder, 8FT
	 	Werner	 	FIA08	 	1	 	5
	Ladder, 8FT
	 	Werner	 	FIA08	 	1	 	10
	Ladder, Extension
	 	Louisville	 	L3121-16	 	1	 	8
	Lift, Personnel
	 	Genie Upright	 	UL-38	 	1	 	8
	Lift, Personnel
	 	Genie Boom	 	Z30/20	 	1	 	8
	Paint, Sprayer
	 	Spraytech	 	EP2400	 	1	 	8
	Paint, Sprayer
	 	Graco Line Lazer	 	 	 	1	 	8
	Pump, Gas Power Trash
	 	Teel	 	IV256 3.5 HP	 	1	 	8
	Pump, Gas Power Trash
	 	Teel Vanguard	 	3P955 4in 13 HP	 	1	 	8
	Ruler, Straight Edge
	 	Johnson Level and Tool Co	 	J60 40-0569	 	1	 	8
	Ruler, Straight Edge
	 	Johnson Level and Tool Co	 	J60 40-0569	 	1	 	10
	Saw, Circular
	 	Skil	 	5250:05:00	 	1	 	8
	Saw, Compound Miter
	 	Dewalt	 	DW705	 	1	 	8
	Saw, Hacksaw
	 	Starrett	 	K153	 	1	 	8
	Saw, Hacksaw
	 	Starrett	 	K153	 	1	 	10
	Saw, Reciprocating
	 	Milwaukee	 	6390-20	 	1	 	8
	Socket Set
	 	West Ward	 	4PM18	 	1	 	8
	Sprayer, Hand
	 	Round Up	 	Pro	 	1	 	9
	Sweeper, Street
	 	American Lincoln	 	2260	 	1	 	8






Exhibit B-4









 






	 	 	 	 	 	 	 	 	 
	TOOL	 	MANUFACTURER	 	MODEL/TYPE	 	QTY	 	BLDG
	Tester, Electric
	 	Fluke	 	32 Clamp/Combo	 	1	 	10
	Thermometer
	 	Fluke	 	51 II	 	1	 	10
	Trailer
	 	EZ GO	 	TR1705	 	1	 	8
	Vacuum, Gas Powered
	 	Parker	 	350850	 	1	 	8
	Vacuum, Shop
	 	Rigid	 	16 Gallon	 	1	 	10
	Vacuum, Shop
	 	Stinger	 	2 Gallon	 	1	 	10
	Vise, Machine
	 	Craftsman	 	391-5186	 	1	 	8
	Vise, Machine
	 	Harbor Freight Tools	 	3"	 	1	 	8
	Vise, Machine
	 	Craftsman	 	391-5186	 	1	 	10
	Washer, Pressure
	 	Aladdin	 	3000PSI	 	1	 	8
	Washer, Pressure
	 	Honda	 	GX390-300PSI	 	1	 	9
	Welder, Electric Arc
	 	Dayton	 	3Z744B	 	1	 	8
	Wrench, Set
	 	Westward	 	4YR25	 	1	 	8






Exhibit B-5









 






EXHIBIT C-1




CERTAIN PERMITTED ENCUMBRANCES




     1. Taxes and assessments which are a lien, but which are not yet billed, or are billed but
are not yet due and payable and any assessments not shown on the public record.



     2. Any laws, regulations or ordinances (including, but not limited to, zoning, building and
environmental matters) as to the use, occupancy, subdivision or improvement of the Premises
adopted or imposed by any governmental agency.



Exhibit C-1









 





EXHIBIT C-2




TITLE COMMITMENT




[FOLLOWS ON NEXT PAGE]





Exhibit C-2










 






EXHIBIT D




EXISTING LEASES




	 	 	 	 	 
	Building 1 # 7235	 	Lease Date
	 

	 	Nextel Communications/Nextel South Corp.	 	 
	 

	 	1. Second Amendment to Office Lease
	 	March 4, 2004
	 

	 	2. First Amendment to Office Lease
	 	July 12, 2000
	 

	 	3. Consent to Sublease
	 	April 7, 2003
	 

	 	4. Office Lease
	 	April 28, 1999
	 
	 	 	 	 
	 

	 	Florida Digital Networks, Inc.	 	 
	 

	 	1. Commencement Date Addendum
	 	June 1, 2000
	 

	 	2. Office Lease
	 	February 8, 2000
	 
	 	 	 	 
	 

	 	Rockwell Collins, Inc.	 	 
	 

	 	1. Second Amendment to Office Lease
	 	October 26, 2004
	 

	 	2. Commencement Date Addendum
	 	April 3, 2000
	 

	 	3. First Amendment to Office Lease
	 	October 21, 1999
	 

	 	4. Office Lease
	 	July 16, 1999
	 
	 	 	 	 
	 

	 	American Building Maintenance	 	 
	 

	 	1. First Amendment to Office Lease
	 	September 19, 2003
	 

	 	2. Office Lease
	 	March 20, 2000
	 
	 	 	 	 





Exhibit D-1









 






	 	 	 	 	 
	Building 2 # 7255	 	Lease Date
	 

	 	Arellano Construction Company	 	 
	 

	 	(Lease will expire 9/30/05 but Tenant is in holdover rent until 12/31/05	 	 
	 

	 	1. Third Amendment to Office Lease
	 	June 18, 2002
	 

	 	2. Second Amendment to Office Lease
	 	June 12, 2000
	 

	 	3. First Amendment to Office Lease
	 	June 20, 1996
	 

	 	4. Office Lease
	 	May 15, 1995
	 
	 	 	 	 
	 

	 	Randle-Eastern Ambulance Service	 	 
	 

	 	1. Third Amendment to Office Lease
	 	April 22, 2003
	 

	 	2. Second Amendment to Office Lease
	 	December 4, 1996
	 

	 	3. First Amendment to Office Lease
	 	March 12, 1996
	 

	 	4. Amendment to Access Easement Agreement
	 	June 1996
	 

	 	5. Office Lease
	 	March 12, 1996
	 
	 	 	 	 
	 

	 	Protection One Alarms Monitor	 	 
	 

	 	1. Office Lease
	 	May 17, 2004






Exhibit D-2









 





	 	 	 	 	 
	Building 3 # 7245	 	Lease Date
	 

	 	SL Supply Chain Services International	 	 
	 

	 	1. Landlord’s Waiver and Consent
	 	October 19, 2004
	 

	 	2. First Amendment to Office Lease
	 	September 29, 2004
	 

	 	3. Commencement Date Addendum
	 	December 23, 1999
	 

	 	4. Landlord’s Waiver and Consent
	 	November 2, 1999
	 

	 	5. Office Lease
	 	November 2, 1999
	 
	 	 	 	 
	 

	 	Global Cosmetics Company	 	 
	 

	 	1. Office Lease
	 	September 1, 2005






Exhibit D-3









 






	 	 	 	 	 
	Building 4 #7200	 	Lease Date
	 

	 	Wachovia Bank, N.A.	 	 
	 

	 	1. First Amendment to Office Lease
	 	May 2, 2002
	 

	 	2 Office Lease
	 	October 1, 1997
	 
	 	 	 	 
	 

	 	CoreStaff Support Services, Inc.	 	 
	 

	 	1. Office Lease
	 	June 8, 2005
	 
	 	 	 	 
	 

	 	CVG International	 	 
	 

	 	1. Fifth Amendment to Office Lease
	 	March 4, 2004
	 

	 	2. Fourth Amendment to Office Lease
	 	June 10, 2003
	 

	 	3. Third Amendment to Office Lease
	 	December 13, 2002
	 

	 	4. Second Amendment to Office Lease
	 	January 21, 2000
	 

	 	5. Notice of Sale
	 	April 30, 1999
	 

	 	6. First Amendment to Office Lease
	 	January 2, 1997
	 

	 	7. Letter Amendment dated
	 	January 10, 1996
	 

	 	8. Letter Amendment dated
	 	January 4, 1995
	 

	 	9. Letter Amendment dated
	 	May 23, 1994
	 

	 	10. Office Lease
	 	February 26, 1992
	 
	 	 	 	 
	 

	 	Itautec America, Inc.	 	 
	 

	 	1. Second Amendment to Office Lease
	 	July 8, 2004
	 

	 	2. First Amendment to Office Lease
	 	November 1, 2001
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Commencement Date Addendum
	 	November 11, 1998
	 

	 	5. Office Lease
	 	July 15, 1998
	 
	 	 	 	 
	 

	 	JN Global Productions, Inc.	 	 
	 

	 	1. Commencement Date Addendum
	 	October 19, 2004
	 

	 	2. Office Lease
	 	June 18, 2004
	 
	 	 	 	 
	 

	 	Argyle Marketing	 	 
	 

	 	1. Commencement Date Addendum
	 	June 15, 2004
	 

	 	Office Lease
	 	May 14, 2004
	 
	 	 	 	 
	 

	 	Rexnord Corporation	 	 
	 

	 	1. Second Amendment
	 	January 6, 2005
	 

	 	2. First Amendment to Office Lease
	 	May 13, 2002
	 

	 	3. Office Lease
	 	June 25, 1997






Exhibit D-4









 





	 	 	 	 	 
	 

	 	Cargo Brokers International	 	 
	 

	 	1. Seventh Amendment to Office Lease
	 	October 4, 2005
	 

	 	2. Sixth Amendment to Office Lease
	 	October 4, 2004
	 

	 	3. Fifth Amendment to Office Lease
	 	September 15, 2003
	 

	 	4. Fourth Amendment to Office Lease
	 	August 12, 2002
	 

	 	5. Third Amendment to Office Lease
	 	September 10, 2001
	 

	 	6. Second Amendment to Office Lease
	 	August 16, 2000
	 

	 	7. First Amendment to Office Lease
	 	October 5, 1999
	 

	 	8. Letter Amendment
	 	July 5, 1999
	 

	 	9. Office Lease
	 	September 2, 1994
	 
	 	 	 	 
	 

	 	Americas Mortgage Source, Inc.	 	 
	 

	 	1. Office Lease
	 	October 5, 1999
	 
	 	 	 	 
	 

	 	Star Clippers	 	 
	 

	 	1. Office Lease
	 	November 4, 2004
	 
	 	 	 	 
	 

	 	Worldwide Insurance Associates	 	 
	 

	 	1. Second Amendment to Office Lease
	 	June 22, 2005
	 

	 	2. First Amendment to Office Lease
	 	June 18, 2005
	 

	 	3. Office Lease
	 	October 5, 1999
	 
	 	 	 	 
	 

	 	Guernica and Gonzalez	 	 
	 

	 	1. Office Lease
	 	September 29, 2004
	 
	 	 	 	 
	 

	 	Oriental Logistics Miami, Inc.
	 	July 1, 2004
	 

	 	1. First Amendment to Office Lease
	 	July 11, 2004
	 

	 	2. Office Lease	 	 
	 
	 	 	 	 
	 

	 	Heads & Threads International	 	 
	 

	 	1. Commencement Date Addendum
	 	April 20, 2004
	 

	 	2. Office Lease
	 	March 24, 2004
	 
	 	 	 	 
	 

	 	Martinez Engineering Group	 	 
	 

	 	1. Office Lease
	 	June 24, 2004
	 
	 	 	 	 
	 

	 	Conagra Foods, Inc.	 	 
	 

	 	1. Office Lease
	 	September 10, 2003
	 
	 	 	 	 
	 

	 	Rohde & Schwarz, Inc.	 	 
	 

	 	1. First Amendment to Office Lease
	 	December 6, 2002
	 

	 	2. Office Lease
	 	July 12, 2000






Exhibit D-5









 





	 	 	 	 	 
	 

	 	Mercury Air Group,	 	 
	 

	 	1. Second Amendment to Office Lease
	 	December 10, 2004
	 

	 	2. First Amendment to Office Lease
	 	January 21, 2004
	 

	 	3. Office Lease
	 	January 3, 2002
	 
	 	 	 	 
	 

	 	Martin Aviation Group, Inc.	 	 
	 

	 	1. Second Amendment to Office Lease
	 	June 17, 2002
	 

	 	2. First Amendment to Office Lease
	 	May 23, 1993
	 

	 	3. Office Lease
	 	July 28, 1992
	 
	 	 	 	 
	 

	 	Seena Sales Corporation	 	 
	 

	 	5. First Amendment to Office Lease
	 	November 26, 2003
	 

	 	6. Office Lease
	 	November 8, 2000
	 
	 	 	 	 
	 

	 	Central Billing Bureau, Inc.	 	 
	 

	 	1. Office Lease
	 	November 1, 2002
	 
	 	 	 	 
	 

	 	Ross & Baruzzini	 	 
	 

	 	1. First Amendment to Office Lease
	 	September 12, 2005
	 

	 	2. Office Lease
	 	July 26, 2004
	 
	 	 	 	 
	 

	 	Brooks Security, Inc. & Security Management Innovations, Inc.	 	 
	 

	 	1. Office Lease
	 	July 28, 2005
	 
	 	 	 	 
	 

	 	Multiflora Corporation and Vistaflor Corporation	 	 
	 

	 	1. Commencement Date Addendum
	 	August 19,. 2005
	 

	 	2. Office Lease
	 	September 1, 2005
	 
	 	 	 	 
	 

	 	Nihon Kohden America	 	 
	 

	 	1. Office Lease
	 	March 30, 2004
	 
	 	 	 	 
	 

	 	Continucare Corporation	 	 
	 

	 	1. Office Lease
	 	June 3, 2004
	 
	 	 	 	 
	 

	 	Elo Touchsystems, Inc.	 	 
	 

	 	(Tenant will be relocating to 7300 joining Tyco Healthcare)	 	 
	 

	 	1. Office Lease
	 	October 12, 2001
	 
	 	 	 	 
	 

	 	Fedex Trade Networks, Inc.	 	 
	 

	 	1. Notice of Sale dated
	 	April 30, 1999
	 

	 	2. First Amendment to Office Lease
	 	February 15, 2001
	 

	 	3. Consent to Assignment
	 	February 15, 2001
	 

	 	4. Office Lease
	 	March 6, 1996
	 
	 	 	 	 
	 

	 	Camanchaca, Inc.	 	 
	 

	 	1. Letter Amendment
	 	January 30, 2003






Exhibit D-6









 





	 	 	 	 	 
	 

	 	2. First Amendment to Office Lease
	 	December 13, 2002
	 

	 	3. Office Lease
	 	April 25, 2001
	 
	 	 	 	 
	 

	 	GM Underwriters, Inc.	 	 
	 

	 	1. Office Lease
	 	November 10, 2004
	 
	 	 	 	 
	 

	 	Brooks Security, Inc. & Northern Capital Insurance	 	 
	 

	 	1. First Amendment to Office Lease
	 	June 20, 2005
	 

	 	2. Office Lease
	 	November 12, 2004
	 
	 	 	 	 
	 

	 	Lea & Elliot, Inc.	 	 
	 

	 	1. Third Amendment to Office Lease
	 	July 19, 2005
	 

	 	2. Notice of Sale
	 	April 30, 1999
	 

	 	3. Letter Amendment
	 	July 5, 1999
	 

	 	4. First Amendment to Office Lease
	 	August 8, 2000
	 

	 	5. Second Amendment to Office Lease
	 	November 17, 2000
	 

	 	6. Office Lease
	 	July 10, 1998
	 
	 	 	 	 
	 

	 	Ameriquest Mortgage	 	 
	 

	 	(Lease expired but Tenant is in holdover rent until 10/31/05)	 	 
	 

	 	1. Notice of Sale	 	April 20, 1999
	 

	 	2. First Amendment to Office Lease	 	January 29, 2002
	 

	 	3. Letter Amendment	 	April 1, 2002
	 

	 	4. Office Lease	 	April 8, 1997
	 
	 	 	 	 
	 

	 	Marchon Eyewear, Inc.	 	 
	 

	 	1. Office Lease
	 	September 13, 2004
	 
	 	 	 	 
	 

	 	Steris Corporation	 	 
	 

	 	1. First Amendment to Office Lease
	 	December 1, 2002
	 

	 	2. Office Lease
	 	January 20, 1999
	 
	 	 	 	 
	 

	 	Cooper Power Systems	 	 
	 

	 	1. Office Lease
	 	April 28, 2004
	 
	 	 	 	 
	 

	 	Wachovia Bank (Drive Thru)	 	 
	 

	 	1. Office Lease
	 	October 1, 1997







Exhibit D-7










 








	 	 	 	 	 
	Building #5 7205	 	Lease Date
	 

	 	Gabriella Rodriguez	 	 
	 

	 	1. Consent to Assignment and Assumption
of Lease
	 	June 9, 2003
	 

	 	2. First Amendment to Office Lease
	 	December 13, 2002
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Letter Amendment
	 	March 19, 1999
	 

	 	5. Consent to Assignment and Assumption of Lease
Agreement
	 	August 8, 2000
	 

	 	6. Office Lease
	 	February 27, 2998
	 
	 	 	 	 
	 

	 	Delta Care/Dental Health Plan	 	 
	 

	 	1. Notice of Sale
	 	April 30, 1999
	 

	 	2. First Amendment to Office Lease
	 	May 13, 2002
	 

	 	3. Office Lease
	 	October 8, 1997
	 
	 	 	 	 
	 

	 	Roanoke Brokerage Services Inc.	 	 
	 

	 	1. Second Amendment
	 	February 11, 2005
	 

	 	2. First Amendment to Office Lease
	 	March 1, 2000
	 

	 	3. Office Lease
	 	October 8, 1997
	 
	 	 	 	 
	 

	 	Network Engineering Services, Inc.	 	 
	 

	 	1. Office Lease
	 	October 15, 2003
	 
	 	 	 	 
	 

	 	Netco, Inc.	 	 
	 

	 	1. Office Lease
	 	February 2, 2004
	 
	 	 	 	 
	 

	 	HR Benefits Services, Inc.	 	 
	 

	 	1. First Amendment to Office Lease
	 	July 31, 2004
	 

	 	2. Office Lease
	 	no date 2001
	 
	 	 	 	 
	 

	 	Norman G. Jensen	 	 
	 

	 	1. First Amendment to Office Lease
	 	July 19, 2004
	 

	 	2. Office Lease
	 	April 1, 2004
	 
	 	 	 	 
	 

	 	Thomas Miller (Miami), Inc.	 	 
	 

	 	1. Third Amendment to Office Lease
	 	August 9, 2005
	 

	 	2. Second Amendment to Office Lease
	 	May 11, 2004
	 

	 	3. First Amendment to Office Lease
	 	May 23, 1998
	 

	 	4. Office Lease
	 	June 15, 1997
	 
	 	 	 	 
	 

	 	Gonzalez & Monteagudo	 	 
	 

	 	1. Office Lease
	 	September 29, 2004






Exhibit D-8









 






	 	 	 	 	 
	Building
#5 7205	 	Lease Date
	 

	 	Cognisa Security, Inc.	 	 
	 

	 	1. First Amendment
	 	March 8, 2005
	 

	 	2. Office Lease
	 	March 1, 2000
	 
	 	 	 	 
	 

	 	Clarion Latin America Corp.	 	 
	 

	 	1. Second Amendment to Office Lease
	 	March 18, 2004
	 

	 	2. First Amendment to Office Lease
	 	March 25, 2003
	 

	 	3. Office Lease
	 	March 15, 2001
	 
	 	 	 	 
	 

	 	Coverall of South Florida	 	 
	 

	 	1. Consent to Sublease
	 	February 14, 2005
	 

	 	2. First Amendment to Office Lease
	 	March 15, 2002
	 

	 	3. Office Lease
	 	April 15, 1998
	 
	 	 	 	 
	 

	 	American Security Administrative Services	 	 
	 

	 	1. First Amendment to Office Lease
	 	August 4, 2003
	 

	 	2. Letter Amendment
	 	April 8, 1997
	 

	 	3. Office Lease
	 	March 4, 1999
	 
	 	 	 	 
	 

	 	SCM USA, LLC	 	 
	 

	 	1. Office Lease
	 	March 12, 2003
	 
	 	 	 	 
	 

	 	International Managed Care	 	 
	 

	 	1. First Amendment to Office Lease
	 	April 18, 2000
	 

	 	2. Second Amendment to Office Lease
	 	October 8, 2002
	 

	 	3. Third Amendment to Office Lease
	 	September 5, 2003
	 

	 	4. Fourth Amendment to Office Lease
	 	December 10, 2003
	 

	 	5. Office Lease
	 	March 31, 1998
	 
	 	 	 	 
	 

	 	McQuay Latin America	 	 
	 

	 	1. First Amendment to Office Lease
	 	December 9, 2002
	 

	 	2. Letter Amendment
	 	December 23, 1998
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Security Deposit Assignment
	 	May 1, 1997
	 

	 	5. Letter Amendment
	 	January 8, 1997
	 

	 	6. Office Lease
	 	October 22, 1997
	 
	 	 	 	 
	 

	 	Health Reinsurance	 	 
	 

	 	1. First Amendment to Office Lease
	 	September 5, 2003
	 

	 	2. Office Lease
	 	December 23, 1998
	 
	 	 	 	 
	 

	 	South Atlantic Mortgage	 	 
	 

	 	1. Office Lease
	 	July 8, 2004






Exhibit D-9









 






	 	 	 	 	 
	Building #5 7205	 	Lease Date
	 

	 	Securitas Security	 	 
	 

	 	1. Second Amendment to Office Lease
	 	November 24, 2003
	 

	 	2. First Amendment to Office Lease
	 	March 7, 2003
	 

	 	3. Reimbursement Agreement
	 	April 23, 2004
	 

	 	4. Office Lease
	 	May 11, 2004
	 
	 	 	 	 
	 

	 	Mexicana Airlines	 	 
	 

	 	1. Second Amendment to Office Lease
	 	November 14, 2003
	 

	 	2. First Amendment to Office Lease
	 	March 7, 2003
	 

	 	3. Office Lease
	 	August 20, 1997
	 
	 	 	 	 
	 

	 	Soletanche, Inc.	 	 
	 

	 	1. Office Lease
	 	September 9, 2004
	 
	 	 	 	 
	 

	 	Interamerican Services, Corp.	 	 
	 

	 	1. First Amendment to Office Lease
	 	May 26, 2005
	 

	 	2. Office Lease
	 	July 18, 2002
	 
	 	 	 	 
	 

	 	JL Media, Inc.	 	 
	 

	 	1. Notice of Sale
	 	April 30, 1999
	 

	 	2. First Amendment to Office Lease
	 	October 31, 2002
	 

	 	3. Office Lease
	 	June 17, 1997






Exhibit D-10










 






	 	 	 	 	 
	Building #6 7415	 	Lease Date
	 

	 	Runway Grill, Inc.	 	 
	 

	 	1. Consent to Assignment and Assumption of Lease
Agreement
	 	August 8, 2000
	 

	 	2. Notice of Sale
	 	April 30, 1999
	 

	 	3. Third Amendment to Office Lease
	 	April 28, 2000
	 

	 	4. Disclosure Statement
	 	February 21, 1997
	 

	 	5. Second Amendment to Office Lease
	 	August 27, 1998
	 

	 	6. First Amendment to Office Lease
	 	April 7, 1998
	 

	 	7. Office Lease
	 	February 14, 1997
	 
	 	 	 	 
	 

	 	Fiesta Marketing	 	 
	 

	 	1. First Amendment to Office Lease
	 	February 23, 2004
	 

	 	2. Office Lease
	 	February 23, 2004
	 
	 	 	 	 
	 

	 	American Standards	 	 
	 

	 	1. Commencement Date Addendum
	 	May 13, 2003
	 

	 	2. Fifth Amendment to Office Lease
	 	June 18, 2002
	 

	 	3. Fourth Amendment to Office Lease
	 	March 15, 2001
	 

	 	4. Third Amendment to Office Lease
	 	March 1, 1995
	 

	 	5. Second Addendum to Office Lease
	 	March 8, 1991
	 

	 	6. First Amendment to Office Lease
	 	July 12, 1998
	 

	 	7. Office Lease
	 	December 16, 1985
	 
	 	 	 	 
	 

	 	Note: Lease with American Standards to be terminated.	 	 
	 
	 	 	 	 
	 

	 	Uno Money Transfers	 	 
	 

	 	1. Guaranty of UnoGroup Holding
	 	August 6, 2001
	 

	 	2. Office Lease
	 	August 16, 2001






Exhibit D-11










 






	 	 	 	 	 
	Building #7 7400	 	Lease Date
	 

	 	Parker Hannifin	 	 
	 

	 	1. Second Amendment to Office Lease
	 	April 1, 2003
	 

	 	2. First Amendment to Office Lease
	 	March 23, 1998
	 

	 	3. Office Lease
	 	July 20, 1995
	 
	 	 	 	 
	 

	 	TODO 1 Services, Inc.	 	 
	 

	 	1. Third Amendment to Office Lease
	 	June 14, 2005
	 

	 	2. Second Amendment to Office Lease
	 	August 6, 2003
	 

	 	3. First Amendment to Office Lease
	 	July 31, 2003
	 

	 	4. Name Change Notice from Florida Secretary
of State
	 	March 23, 2001
	 

	 	5. Office Lease
	 	July 12, 2000
	 
	 	 	 	 
	 

	 	Pacific Services	 	 
	 

	 	1. Second Amendment to Office Lease
	 	September 15, 2005
	 

	 	2. First Amendment to Office Lease
	 	August 8, 2000
	 

	 	3. Office Lease
	 	April 27, 1995
	 
	 	 	 	 
	 

	 	Danka Industries	 	 
	 

	 	1. Second Amendment to Office Lease
	 	February 15, 2001
	 

	 	2. First Amendment to Office Lease
	 	November 8, 2000
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Letter Amendment
	 	December 16, 1997
	 

	 	5. Letter Amendment
	 	December 11, 1996
	 

	 	6. Office Lease
	 	September 8, 1995
	 
	 	 	 	 
	 

	 	Mazda Motor	 	 
	 

	 	1. Office Lease
	 	January 16, 2001






Exhibit D-12










 






	 	 	 	 	 
	Building #8 7300	 	Lease Date
	 

	 	Hi-Tech Accounting	 	 
	 

	 	1. Office Lease
	 	August 17, 2004
	 
	 	 	 	 
	 

	 	Pan American Bank	 	 
	 

	 	1. Office Lease
	 	September 30, 2005
	 
	 	 	 	 
	 

	 	American President Lines	 	 
	 

	 	1. Third Amendment to Office Lease
	 	August 8, 2000
	 

	 	2. Second Amendment to Office Lease
	 	April 18, 2000
	 

	 	3. Unconditional Reimbursement Agreement
	 	May 31, 2000
	 

	 	4. First Amendment to Office Lease
	 	June 24, 1999
	 

	 	5. Notice of Sale
	 	April 30, 1999
	 

	 	6. Letter Amendment
	 	March 19, 1999
	 

	 	7. Office Lease
	 	March 16, 1998
	 
	 	 	 	 
	 

	 	Road America Motor Club Inc.	 	 
	 

	 	1. First Amendment to Office Lease
	 	July 26, 2005
	 

	 	2. Office Lease
	 	March 12, 2004
	 
	 	 	 	 
	 

	 	Symetra Life Insurance	 	 
	 

	 	1. Office Lease
	 	December 1, 2004
	 
	 	 	 	 
	 

	 	Barbara Palacios Design Company, LLC	 	 
	 

	 	1. Office Lease
	 	June 24, 2004
	 
	 	 	 	 
	 

	 	Mailcreations.COM, Inc.	 	 
	 

	 	1. Second Amendment to Office Lease
	 	August 19, 2003
	 

	 	2. First Amendment to Office Lease
	 	August 12, 2002
	 

	 	3. Office Lease
	 	November 15, 2001
	 
	 	 	 	 
	 

	 	Spectrum Investments Corp.	 	 
	 

	 	1. Fourth Amendment to Office Lease
	 	June 17, 2005
	 

	 	2. Consent to Sublease
	 	January 17, 2005
	 

	 	3. Third Amendment to Office Lease
	 	March 19, 2003
	 

	 	4. Second Amendment to Office Lease
	 	October 20, 2001
	 

	 	5. First Amendment to Office Lease
	 	August 9, 2000
	 

	 	6. Office Lease
	 	August 8, 2000






Exhibit D-13










 






	 	 	 	 	 
	Building #8 7300	 	Lease Date
	 

	 	Luxottica Sun Corp.	 	 
	 

	 	1. Fifth Amendment to Office Lease
	 	March 5, 2003
	 

	 	2. Fourth Amendment to Office Lease
	 	March 1, 2000
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Addendum to Lease
	 	April 3, 1996
	 

	 	5. Consent to Assignment
	 	April 3, 1996
	 

	 	6. Third Amendment to Office Lease
	 	October 31, 1998
	 

	 	7. Second Amendment to Office Lease
	 	October 22, 1997
	 

	 	8. First Amendment to Office Lease
	 	February 19, 1997
	 

	 	9. Office Lease
	 	October 31, 1994
	 
	 	 	 	 
	 

	 	Independent Order of Foresters	 	 
	 

	 	1. Office Lease
	 	February 16, 2005
	 
	 	 	 	 
	 

	 	Tyco Healthcare Group	 	 
	 

	 	(Relocation from 7200 & 7650 to 7300 — effective est. 9/1/04)	 	 
	 

	 	1. Third Amendment
	 	May 6, 2005
	 

	 	2. Second Amendment
	 	March 4, 2005
	 
	 	 	 	 
	 

	 	Assurant, Inc.	 	 
	 

	 	1. Certificate of Merger Letter
	 	February 4, 2004
	 

	 	2. Third Amendment to Office Lease
	 	February 28, 2003
	 

	 	3. Second Amendment to Office Lease
	 	January 1, 2002
	 

	 	4. First Amendment to Office Lease
	 	January 14, 2000
	 

	 	5. Office Lease
	 	April 30, 1999
	 
	 	 	 	 
	 

	 	South Florida Employment & Training	 	 
	 

	 	1. First Amendment to Office Lease
	 	June 1, 2003
	 

	 	2. Office Lease
	 	December 6, 2002
	 
	 	 	 	 
	 

	 	Parsons Brickerhoff	 	 
	 

	 	1. First Amendment to Office Lease
	 	September 15, 2005
	 

	 	2. Office Lease
	 	July 3, 2002
	 
	 	 	 	 
	 

	 	Systems Union, Inc.	 	 
	 

	 	1. Office Lease
	 	July 2, 2001
	 
	 	 	 	 
	 

	 	Gannett Fleming, Inc.	 	 
	 

	 	1. Commencement Date Addendum
	 	January 9, 2002
	 

	 	2. Office Lease
	 	December 6, 2002
	 
	 	 	 	 
	 

	 	GE Seaco America, LLC	 	 
	 

	 	1. First Amendment to Office Lease
	 	March 15, 2001
	 

	 	2. Office Lease
	 	September 10, 1997
	 
	 	 	 	 
	 

	 	Cuba Travel Services, Inc.	 	 
	 

	 	1. Consent to Sublease
	 	May 26, 2005






Exhibit D-14










 






	 	 	 	 	 
	Building #8 7300	 	Lease Date
	 

	 	2. Office Lease
	 	May 13, 2002
	 
	 	 	 	 
	 

	 	Pinnacle International Investments, Inc.	 	 
	 

	 	1. Office Lease
	 	September 10, 2003
	 
	 	 	 	 
	 

	 	Fortis Benefits Inc. Co.	 	 
	 

	 	1. Office Lease
	 	February 20, 2003
	 
	 	 	 	 
	 

	 	Spectrum Investments Corp	 	 
	 

	 	1. Consent to Sublease
	 	January 17, 2005
	 

	 	2. Third Amendment to Office Lease
	 	March 19, 2003
	 

	 	3. Second Amendment to Office Lease
	 	August 6, 2002
	 

	 	4. First Amendment to Office Lease
	 	August 9, 2000
	 

	 	5. Office Lease
	 	August 8, 2000
	 
	 	 	 	 
	 

	 	HWE (Americas) LLC	 	 
	 

	 	1. Notice of Default
	 	May 6, 2005
	 

	 	2. Consent to Sublease
	 	March 31, 2003
	 

	 	3. Sublease
	 	March 31, 2003
	 

	 	4. Guaranty of Henry Walker Group
	 	August 14, 2001






Exhibit D-15










 






	 	 	 	 	 
	Building #9 7600	 	Lease Date
	 

	 	Neighborhood Health Partnership	 	 
	 

	 	1. Ninth Amendment to Office Lease
	 	May 20, 2003
	 

	 	2. Eighth Amendment to Office Lease
	 	February 20, 2003
	 

	 	3. Seventh Amendment to Office Lease
	 	April 1, 2002
	 

	 	4. Consent to Assignment
	 	June 19, 2002
	 

	 	5. Sixth Amendment to Office Lease
	 	January 29, 2001
	 

	 	6. Fifth Amendment to Office Lease
	 	May 24, 2001
	 

	 	7. Fourth Amendment to Office Lease
	 	April 18, 2000
	 

	 	8. Third Amendment to Office Lease
	 	December 11, 1998
	 

	 	9. Notice of Sale
	 	April 30, 1999
	 

	 	10. Second Amendment to Office Lease
	 	January 22, 1998
	 

	 	11. First Amendment to Office Lease
	 	November 5, 1997
	 

	 	12. Office Lease
	 	October 31, 1996
	 
	 	 	 	 
	 

	 	Parson Transportation Group	 	 
	 

	 	1. Substantial Completion Letter
	 	January 10, 2003
	 

	 	2. Guarantee of Patent Company
	 	August 29, 2002
	 

	 	3. Office Lease
	 	September 13, 2002
	 
	 	 	 	 
	 

	 	General Electric Company	 	 
	 

	 	1. Reimbursement Agreement
	 	August 1, 2003
	 

	 	2. Office Lease
	 	December 1, 2003






Exhibit D-16










 






	 	 	 	 	 
	Building #10 7650	 	Lease Date
	 

	 	Tyco Healthcare Group	 	 
	 

	 	1. Second Amendment to Office Lease
	 	March 4, 2005
	 

	 	2. First Amendment to Office Lease
	 	June 24, 1999
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Office Lease
	 	June 15, 1998
	 
	 	 	 	 
	 

	 	The Group Advance Marketing	 	 
	 

	 	1. Commencement Date Addendum
	 	January 16, 2004
	 

	 	2. Office Lease
	 	December 31, 2003
	 
	 	 	 	 
	 

	 	Trane Central America, Inc.	 	 
	 

	 	1. Third Amendment to Office Lease
	 	July 26, 2004
	 

	 	2. Second Amendment to Office Lease
	 	May 21, 2004
	 

	 	3. Subordination, Nondisturbance and Attorney
Agreement
	 	April 29, 2004
	 

	 	4. Notice of Sale
	 	April 30, 1999
	 

	 	5. First Amendment to Office Lease
	 	August 20, 1999
	 

	 	6. Office Lease
	 	May 24, 1996
	 
	 	 	 	 
	 

	 	Ricoh Latin America	 	 
	 

	 	1. Second Amendment to Office Lease
	 	October 7, 2003
	 

	 	2. Unanimous written consent of directors of
Ricoh Corporation
	 	April 14, 1997
	 

	 	3. First Amendment to Office Lease
	 	April 20, 1999
	 

	 	4. Office Lease
	 	April 22, 1997
	 
	 	 	 	 
	 

	 	URS Corporation	 	 
	 

	 	1. Second Amendment
	 	February 22, 2005
	 

	 	2. First Amendment
	 	June 19, 2003
	 

	 	3. Office Lease
	 	October 31, 2002
	 
	 	 	 	 
	 

	 	Bellsouth Telecommunications	 	 
	 

	 	1. Fourth Amendment to Office Lease and
Consent to Assignment
	 	June 28, 2001
	 

	 	2. Third Amendment to Office Lease
	 	October 20, 2000
	 

	 	3. Notice of Sale
	 	April 30, 1999
	 

	 	4. Second Amendment to Office Lease
	 	January 21, 2000
	 

	 	5. First Amendment to Office Lease
	 	January 11, 1999
	 

	 	6. Disclosure Statement
	 	November 30, 1996
	 

	 	7. Office Lease
	 	November 27, 1996






Exhibit D-17










 






	 	 	 	 	 
	Building #10 7650 and #11 7665	 	Lease Date
	 

	 	Norwegian Cruise Lines, Ltd.	 	 
	 

	 	1. Fourth Amendment to Office Lease
	 	June 1, 2005
	 

	 	2. Third Amendment to Office Lease
	 	August 30, 2004
	 

	 	3. Second Amendment to Office Lease
	 	March 18, 2003
	 

	 	4. Consent to Assignment
	 	February 25, 2002
	 

	 	5. First Amendment to Office Lease
	 	March 24, 1997
	 

	 	6. Office Lease
	 	September 1996







Exhibit D-18










 







     



EXHIBIT E




EXISTING AGREEMENTS




	 	 	 
	Schedule of Service Contracts

	 	AIRPORT CORPORATE CENTER
	 

	 	7200-7665 Corporate Center Drive
	 

	 	Miami, Fl 33126






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Annual	 	Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value Dollar	 	Dollar Value	 	Roll-Over or
	Services Covered	 	 	 	Vendor	 	 	 	 	 	Start Date of	 	Term of	 	 	 	of Contract	 	of Contract	 	Extension
	By Contract	 	Vendor Name	 	Address	 	Vendor Contact	 	Phone #	 	Contract	 	Contract	 	Expiration Date	 	(Approx.)	 	(Approx.)	 	(Yes/No)
	Janitorial
	 	ABM	 	7235 N.W. 19	 	Noel Perez	 	786-229-7117	 	 	 	M-M	 	M-M	 	$66,000	 	$792,000	 	No
	 
	 	 	 	St Bay H, Miami Fl	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	33126	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Security
	 	Allied Barton	 	14750 NW 77th	 	Darriel	 	305-819-3881	 	 	 	M-M	 	M-M	 	$57,000	 	$684,000	 	No
	 
	 	 	 	Court, Suite	 	Prestegard	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	330, Miami	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Fl 33016	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Fire Sprinklers
	 	A-1 Fire d/b/a All	 	504 NW 190	 	Jan Folk	 	305-653-1142	 	 	 	M-M	 	M-M	 	 	 	$4,500	 	No
	 
	 	Fire	 	Street Miami,	 	 	 	305-653-4380	 	 	 	 	 	 	 	 	 	 	 	No
	 
	 	 	 	FL 33179	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Liebert
	 	AirTech Air	 	7805 NW 55	 	Mike Jaffe	 	305-592-5780	 	 	 	M-M	 	 	 	$285	 	$3,420	 	No
	Maintenance-
	 	Condition	 	Street Miami,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fortis
	 	 	 	FL 33166	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Monitoring
	 	King III	 	751 Canyon Drive,	 	 	 	800-354-6473	 	1/24/2004	 	1 Year	 	30-day	 	$593	 	$7,116	 	Yes
	Elevator Phones
	 	 	 	Suite 100	 	 	 	 	 	 	 	 	 	Cancellation	 	 	 	 	 	 
	4,5,8,9,10,11
	 	 	 	Coppell, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	75019	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Trash Disposal
	 	BFI	 	7650 NW 190	 	 	 	305-638-3800	 	 	 	M-M	 	 	 	$4,500	 	$54,000	 	No
	 
	 	 	 	Street Miami,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	FL 33179	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Exhibit E-1









 








	 	 	 
	Schedule of Service Contracts

	 	AIRPORT CORPORATE CENTER
	 

	 	7200-7665 Corporate Center Drive
	 

	 	Miami, Fl 33126





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Annual	 	Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value Dollar	 	Dollar Value	 	Roll-Over or
	Services Covered	 	 	 	Vendor	 	 	 	 	 	Start Date of	 	Term of	 	 	 	of Contract	 	of Contract	 	Extension
	By Contract	 	Vendor Name	 	Address	 	Vendor Contact	 	Phone #	 	Contract	 	Contract	 	Expiration Date	 	(Approx.)	 	(Approx.)	 	(Yes/No)
	HVAC
	 	Brophy Air	 	2950 SW 28th	 	 	 	305-444-6404	 	 	 	 	 	30-day	 	$510	 	$6,120	 	No
	Todo 1 & AMR
	 	 	 	Lane Miami FL	 	 	 	 	 	 	 	 	 	Cancellation	 	 	 	 	 	 
	 
	 	 	 	33133	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Trash Disposal
	 	Waste Tech	 	7003 Chadwick	 	 	 	615-790-6808	 	11/1/2002	 	 	 	30-day	 	$1,200	 	$14,400	 	Yes
	Consultant
	 	 	 	Drive, Suite	 	 	 	 	 	 	 	 	 	Cancellation	 	 	 	 	 	 
	 
	 	 	 	280	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Brentwood, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	37027	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Paper Recycling
	 	Caribbean Fibers,	 	P.O. Box	 	Jorge Barreto	 	305-525-4866	 	4/9/2002	 	1 year	 	30-day	 	$140	 	$1,680	 	Yes
	 
	 	Inc.	 	822643 Miami,	 	 	 	 	 	 	 	 	 	Cancellation	 	 	 	 	 	 
	 
	 	 	 	FL 33082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Uniform
	 	Cintas Uniform	 	1111 NW 209	 	Richard Chamberlain	 	954-538-9220	 	M-M	 	M-M	 	M-M	 	$530	 	$6,360	 	 
	Maintenance
	 	 	 	Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Pembroke	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Pines, FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	33029	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Window Washing
	 	Cliffhangers	 	5561 NW 74	 	Roberto Calderin	 	305 887-0700	 	M-M	 	M-M	 	M-M	 	 	 	$43,000	 	Yes
	 
	 	 	 	Ave. Miami, Fl	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	33166	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Internet-T-1 Line
	 	Florida Digital	 	P.O. Box	 	 	 	305-468-1040	 	 	 	M-M	 	M-M	 	$900	 	$10,800	 	 
	 
	 	 	 	862172 Miami,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	FL 32886-2172	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Copier & Fax
	 	GE Capital	 	 	 	 	 	 	 	 	 	 	 	 	 	$656	 	$7,872	 	 
	 
	UPS Maintenance
	 	Liebert Global	 	PO Box 70474	 	 	 	 	 	 	 	 	 	 	 	 	 	$28,877	 	Yes
	 
	 	Services,	 	Chicago, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Buildings 9, 10 & 11	 	60673-011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Exhibit E-2









 








	 	 	 
	Schedule of Service Contracts

	 	AIRPORT CORPORATE CENTER
	 

	 	7200-7665 Corporate Center Drive
	 

	 	Miami, Fl 33126





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Annual	 	Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value Dollar	 	Dollar Value	 	Roll-Over or
	Services Covered	 	 	 	Vendor	 	 	 	 	 	Start Date of	 	Term of	 	 	 	of Contract	 	of Contract	 	Extension
	By Contract	 	Vendor Name	 	Address	 	Vendor Contact	 	Phone #	 	Contract	 	Contract	 	Expiration Date	 	(Approx.)	 	(Approx.)	 	(Yes/No)
	Elevator
Maintenance -
Bldg 9
	 	ThyssenKrupp	 	7481 NW 66th
Street	 	 	 	305-592-7722	 	 	 	M-M	 	 	 	$2,250	 	$27,000	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fire Extinguishers
	 	Alpha Fire	 	 	 	 	 	 	 	 	 	M-M	 	M-M	 	 	 	$1,100	 	 
	 
	 	Equipment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Golf Cart Lease
Agreement
	 	Nasrep Leasing	 	 	 	 	 	 	 	 	 	 	 	 	 	$1,323	 	$15,876	 	 
	 
	Elevator Service
	 	Otis Elevator	 	1151  NW	 	 	 	305-626-3522	 	1/1/2001	 	M-M	 	12/31/2005	 	$11,800	 	$141,600	 	 
	Bldgs 4,5,8,10,11
	 	 	 	159th Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Postage Machine
	 	Pitney Bowes	 	 	 	 	 	800-659-2555	 	M-M	 	M-M	 	M-M	 	$250	 	$3,000	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Postage Machine
	 	Purchase Power	 	 	 	 	 	800-659-2555	 	M-M	 	Quarterly	 	M-M	 	$583	 	$2,332	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Printer Maintenance
	 	Saxon Business
Avenue	 	13925 NW 60th	 	 	 	305-362-0100	 	M-M	 	M-M	 	M-M	 	$246	 	$2,952	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control Access
	 	Siemens	 	10111 Business	 	 	 	954-442-6200	 	 	 	 	 	 	 	$4,452	 	$53,424	 	 
	Monitoring 4, 5,
	 	 	 	Drive Miramar,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8,9,10,11
	 	 	 	FL 33025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Fire Panel Service
	 	Simplex	 	3801	 	 	 	954-862-5256	 	 	 	Payment	 	 	 	 	 	$30,413	 	 
	 
	 	 	 	Commerce	 	 	 	 	 	 	 	in Jan &	 	 	 	 	 	 	 	 
	 
	 	 	 	Parkway	 	 	 	 	 	 	 	June	 	 	 	 	 	 	 	 
	 
	Exterior Landscaping
	 	Southern Services	 	8721 SW 126th	 	Thomas Sirak	 	786-586-5994	 	M-M	 	M-M	 	M-M	 	$23,000	 	$276,000	 	 
	 
	 	 	 	Terrace	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Interior Plant
	 	Southern Services	 	8721 SW 126th	 	Thomas Sirak	 	786-586-5994	 	M-M	 	M-M	 	M-M	 	$1,045	 	$12,540	 	 
	Maintenance
	 	 	 	Terrace	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Exhibit E-3









 









	 	 	 
	Schedule of Service Contracts

	 	AIRPORT CORPORATE CENTER
	 

	 	7200-7665 Corporate Center Drive
	 

	 	Miami, Fl 33126





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Annual	 	Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Value Dollar	 	Dollar Value	 	Roll-Over or
	Services Covered	 	 	 	Vendor	 	 	 	 	 	Start Date of	 	Term of	 	 	 	of Contract	 	of Contract	 	Extension
	By Contract	 	Vendor Name	 	Address	 	Vendor Contact	 	Phone #	 	Contract	 	Contract	 	Expiration Date	 	(Approx.)	 	(Approx.)	 	(Yes/No)
	Granite Floor
Polishing
Buildings 4,5,8,9,10,11
	 	Stuart Dean Co.	 	 	 	Mary Ann Degan	 	305-652-9595	 	 	 	 	 	 	 	$3,177	 	$38,124	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Emergency Generator
	 	TAW Power	 	440 South 78th	 	Service Dept	 	954-977-0202	 	M-M	 	M-M	 	M-M	 	 	 	 	 	 
	Maintenance
	 	Systems	 	Street Miami, FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chiller and Cooling
	 	Trane	 	7415 Corporate	 	 	 	305-592-0672	 	M-M	 	M-M	 	M-M	 	 	 	$120,000	 	 
	Tower Maintenance
	 	 	 	Center Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Water Treatment
	 	Triton	 	 	 	Richard Nelson	 	 	 	 	 	 	 	30-day Cancellation	 	$900	 	$10,800	 	Yes
	 
	Pest Control
	 	Truly Nolen	 	6135 NW 167th	 	Jack	 	305-823-2847	 	M-M	 	M-M	 	M-M	 	$1,235	 	$14,820	 	 
	 
	 	 	 	Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Trash Disposal-
	 	Waste Management	 	2125 NW 10th	 	 	 	305-471-4444	 	M-M	 	M-M	 	M-M	 	$2,300	 	$27,600	 	 
	Bldg 11
	 	 	 	Court Miami,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	FL 331127	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Letter of Credit
Parcel 12
	 	Wachovia Bank	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$225	 	No
	 
	Trash Disposal
	 	Waste Tech	 	7003 Chadwick	 	 	 	615-790-6808	 	11/1/2002	 	 	 	30-day	 	$1,200	 	$14,400	 	Yes
	Consultant
	 	 	 	Drive, Suite 280	 	 	 	 	 	 	 	 	 	Cancellation	 	 	 	 	 	 
	 	 	 	 	Brentwood, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	37027	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








Exhibit E-4









 






EXHIBIT F




ASSIGNMENT AND ASSUMPTION OF LEASES




     AGREEMENT dated as of this                      day of                                         , 2005 by and between MIAMI RPFIV AIRPORT
CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY (the “Assignor”) and                                                              , having an
office at                                                                                  (collectively, the “Assignee”).



STATEMENT OF FACTS




     By Agreement of Sale dated                                          , 2005 (the “Agreement of Sale”), Assignor agreed to sell,
and Assignee agreed to purchase, the premises known as the Miami Airport Corporate Center located
in Miami, Florida (herein the “Premises”). Capitalized terms used but not separately
defined herein shall have the meaning provided in the Agreement of Sale.



     By deed of even date herewith, the Assignor has conveyed the Premises to Assignee.



     The Premises have been conveyed to Assignee subject to the rights of certain tenants pursuant
to their respective leases. Assignor now desires to assign to Assignee, and Assignee desires to
assume, all right, title, interest and obligations of Assignee, as landlord under said leases,
including without limitation, the security deposits thereunder.



TERMS




     NOW THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, lawful money of the United States in hand paid, each to the other, the receipt and
sufficiency whereof is hereby acknowledged, the parties hereto agree as follows:



     1. Assignor hereby assigns unto the Assignee all of the Assignor’s right, title and interest
in and to the following:



          (i) All spaces leases (the “Space Leases”) affecting the Premises in effect as of the
date hereof, including, without limitation the Space Leases described in Schedule “A” annexed
hereto and made a part hereof; and




          (ii) All security deposits together with all accrued interest thereon held by Assignor under
the Space Leases as set forth in Schedule “B” annexed hereto and made a part hereof.




     TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns, from the date
hereof, subject to the terms, covenants, conditions and provisions therein contained.



     2. By its execution hereof, Assignee hereby acknowledges receipt of: (i) sufficient originals
and/or copies of the Space Leases, and (ii) all of the security deposits.



Exhibit F-1




 









 





     3. This assignment is made without warranty or representation by, or recourse against the
Assignor of any kind whatsoever, except (a) to the extent, if at all, specifically set forth in the
Agreement of Sale with respect to the Space Leases and to the extent, if at all, the Agreement of
Sale expressly provides that any of the warrantees or representations set forth therein with
respect to the Space Lease are to survive the closing thereunder, and (b) that Assignor warrants to
Assignee that Assignor is the owner of the lessor’s interest in the Space Leases and has not
conveyed or encumbered its interest in the Space Leases to any party other than the holder of the
Existing Loan.



     4. The Assignee hereby assumes the performance of all of the terms, covenants and conditions
of the Space Leases herein assigned by the Assignor to the Assignee arising from and after the date
hereof and hereby agrees to perform all of the terms, covenants and conditions of the Space Leases
arising from and after the date hereof; all with the full force and effect as if the Assignee had
signed the Space Leases originally as the landlord named therein.



     5. (a) Assignor agrees to indemnify, defend and hold Assignee harmless for, from and against
any and all liabilities, claims, demands, damages and causes of action that may now or hereafter be
made or asserted against Assignee arising out of or related to the Leases and/or acts or omissions
of Assignor arising prior to the date of this Agreement; provided however that specifically
excluded from this indemnity are claims relating to the physical nature of the Properties and
claims for brokerage commissions, tenant improvement costs and other leasing costs relating to
Leases in effect prior to the date hereof and for which Assignee has assumed responsibility
pursuant to the terms of the Agreement of Sale.



     (b) Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and
all liabilities, claims, demands, damages and causes of action that may now or hereafter be made or
asserted against Assignor arising out of or related to the Leases and/or acts or omissions of
Assignee arising after the date of this Agreement.



     6. Assignee does hereby for itself, and its legal representatives, heirs, successors and
assigns (a) agree to hold and apply all security deposits delivered to Assignee or credited to
Assignee in accordance with the terms of the respective leases and/or tenancies pursuant to which
the same was initially deposited, and (b) indemnify and save harmless the Assignor, the Seller’s
Property Manager, and, as the case may be, their respective parent, affiliated and subsidiary
entities and all of their respective members, partners, trustees, shareholders, directors,
officers, employees and agents and each of their respective heirs, legal representatives,
successors and assigns from and against any and all claims, loss, damage, liability or expense
(including without limitation, reasonable attorneys’ fees and expenses) as a result of Assignee’s
acts arising after the date hereof, asserted by any of said tenants or any person or persons
claiming under any of them with respect to any such security deposits or Space Leases.



     7. Each party agrees that it will make, execute, acknowledge and deliver all and every such
further acts, deeds, conveyances, assignments, notices of assignments, transfers and assurances as
the other party shall from time to time reasonably require, for the better assuring, conveying,
assigning, transferring, assuming and confirming unto such other party the rights and obligations
hereby conveyed or assigned or intended and assumed now, or for carrying out the intention or
facilitating the performance of the terms of this Agreement.



Exhibit F-2




 









 





     8. This instrument may be executed in counterparts.



Exhibit F-3




 









 





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



	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE
 CENTER ASSOCIATES
LIMITED LIABILITY COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC,	 	 
	 	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	Title:	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 
	 

	 	 	 	Title:	 	 	 






Exhibit F-4




 









 





SCHEDULE A




SPACE LEASES




Exhibit F-5




 









 





SCHEDULE B




SECURITY DEPOSITS




Exhibit F-6




 









 





EXHIBIT F-1




GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT




     THIS GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT, made and entered into as of this                      day
of                                         , 2005, MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY, a
Delaware limited liability company, having an office c/o GE Asset Management Incorporated, 3003
Summer Street, Stamford Square, Stamford, Connecticut 06905 (“Assignor”) and
                                                            , a                                         , having an address at
                                                            (“Assignee”).



W I T N E S  S E T H:




     That Assignor for ten dollars and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby conveys, grants, bargains, sells, transfers,
sets over, assigns, releases, delivers and confirms to Assignee all of Assignor’s right, title and
interest in and to: (i) the agreements, documents and instruments identified on Exhibit “A”
hereto (the “Existing Agreements”), and (ii) to the extent transferable, all other documents,
instruments, licenses, permits and guaranties, if any, which relate to the Premises being conveyed
to Assignee by Assignor on the date hereof.



     Assignee hereby (i) expressly assumes the obligation for the performance of any and all of the
obligations of Assignor under the Existing Agreements in respect of the period on or after the date
hereof (the “Indemnified Matters”) and (ii) indemnifies, defends and holds harmless Assignor and
the Seller’s Property Manager and each of their respective parent, affiliated or subsidiary
entities and all of their respective members, managers, partners, trustees, shareholders,
directors, officers, employees and agents (herein, collectively the “Indemnified Parties”) from and
against any and all claims, actions, demands, liabilities, suits, causes of action, damages, costs
or expenses (including, without limitation, attorneys’ fees and disbursements) relating to the
Indemnified Matters. Assignor hereby agrees to indemnify, defend and hold Assignee harmless from
and against claims, actions, demands, liabilities, suits, causes of action, damages, costs or
expenses (including, without limitation, attorneys’ fees and disbursements) relating to the
obligations of Assignor under the Existing Agreements in respect of the period prior to the date
hereof.



     Terms not defined herein shall have the meanings ascribed thereto in the Agreement of Sale
dated                                         , 2005 between Assignor and Assignee (“Agreement of Sale”).



     This Assignment and Assumption shall inure to the benefit of all parties hereto and their
respective heirs, successors and assigns. The provisions of this Agreement shall survive the
Closing.



     The Indemnified Parties shall be deemed a third-party beneficiary of this Agreement and may
enforce the same against Assignee.



     This instrument may be executed in counterparts.



 









 






     THIS ASSIGNMENT IS MADE WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY (EXPRESS
OR IMPLIED) WHATSOEVER EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THE AGREEMENT OF SALE.



     IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption as of the day and
year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE
 CENTER ASSOCIATES
LIMITED LIABILITY COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC,	 	 
	 	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By: 	 	 	 
	 

	 	 	 	 	 


	 	 
	 

	 	 	 	 	
Name:
	 	 
	 

	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 ,	 	 
	 

	 	a	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 
	 

	 	 	 	Title:	 	 	 







 










 






EXHIBIT G




LEASING COMMISSIONS AND TENANT IMPROVEMENTS COSTS




AIRPORT CORPORATE CENTER





OUTSTANDING COMMISSIONS AS OF OCTOBER 5, 2005





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	OUTSTANDING	 	 
	 	 	TOTAL	 	PAID	 	OUTSTANDING	 	COMMISSION	 	 
	TENANT	 	COMMISSION	 	COMMISSION	 	COMMISSION	 	DUE DATE	 	COMMENTS
	PanAmerican Bank
	 	$	112,297.50	 	 	$	0.00	 	 	$	112,297.50	 	 	1st half - 10/15/05
2nd half - 2/1/06	 	1st half commission due 10/15/05.  2nd half commission payment is due upon commencement of the lease term on 2/1/06.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cargo Brokers International
	 	$	1,631.20	 	 	$	0.00	 	 	$	1,631.20	 	 	10/15/2005	 	Total commission due 10/15/05.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pacific Services & Trading
	 	$	11,308.64	 	 	$	0.00	 	 	$	11,308.64	 	 	10/1/2005	 	Outstanding commission invoiced 10/3/05.  Payment being processed.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Spectrum Investments
	 	$	33,690.53	 	 	$	16,845.27	 	 	$	16,845.27	 	 	10/1/2005	 	Outstanding Commission invoiced 10/3/05.  Payment being processed.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Worldwide Insurance
	 	$	1,942.21	 	 	$	971.11	 	 	$	971.11	 	 	11/1/2005	 	Outstanding commission due upon commencement of the renewal term on 11/1/05.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lea + Elliott
	 	$	9,975.33	 	 	$	4,987.67	 	 	$	4,987.67	 	 	12/1/2005	 	Outstanding commission due upon commencement of the renewal term on 12/1/05.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ross & Baruzzini
	 	$	6,766.20	 	 	$	0.00	 	 	$	6,766.20	 	 	1st half - 9/15/05
2nd half - 1/1/06	 	1st half invoiced 9/19/05.  Payment being processed.  2nd half commission payment is due upon completion of the tenant improvements and occupancy by Tenant of the premises estimated to be 1/1/06.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tyco Healthcare Group
	 	$	127,144.74	 	 	$	63,572.37	 	 	$	63,572.37	 	 	12/1/2005	 	Outstanding Commission reflects 2nd half commission payment which is due upon completion of the tenant improvements and occupancy by Tenant of the
premises estimated to be 12/1/05.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tyco Healthcare Group
	 	$	42,488.43	 	 	$	21,244.22	 	 	$	21,244.22	 	 	12/1/2005	 	Outstanding Commission reflects 2nd half commission payment which is due upon completion of the tenant improvements and occupancy by Tenant of the
premises estimated to be 12/1/05.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NCL
	 	$	5,930.16	 	 	$	2,965.08	 	 	$	2,965.08	 	 	4/1/2007	 	NCL currently subleases the premises from BellSouth.  Outstanding Commission reflects 2nd half commission payment which is due upon
BellSouth's lease expiration and commencement of NCL's lease of the
premises.









 




			
	Note:	 	 
	 
	The above list includes commission due relative to leases that have been executed as of 10/5/05. The list does not include commissions relative to pending leases nor does it
include commissions that would be due relative to options contained in existing leases.




Exhibit G-1









 










Schedule of Tenant Improvement Allowance
Outstanding Balances as of October 5, 2005




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tenant	 	Bldg/Suite	 	TI Allowance	 	Paid	 	Balance Due
	Symetra Life Insurance
Co.
	 	7300/205	 	$	115,710.00	 	 	$	94,289.53	 	 	$	21,420.47	 
	Rockwell Colllins
	 	7235/FGH	 	$	608,888.00	 	 	$	0.00	 	 	$	608,888.00	 
	Tyco Healthcare Group
	 	7300/312	 	$	303,800.00	 	 	$	1,007.50	 	 	$	302,792.50	 
	Spectrum Investment
	 	7300/304	 	$	32,417.00	 	 	 	 	 	 	$	32,417.00	 
	3rd Floor Bldg 8 Corridor
	 	3rd Floor	 	$	25,000.00	 	 	$	0.00	 	 	$	25,000.00	 
	2nd Floor Bldg 8 Corridor
	 	2nd Floor	 	$	29,221.00	 	 	$	17,803.50	 	 	$	11,417.50	 
	NCL Ltd.
	 	7650/110,
300,500	 	$	245,116.41	 	 	$	58,399.00	 	 	$	186,717.41	 
	Parson Brinckerhoff
	 	8/201	 	$	1,555.00	 	 	 	 	 	 	$	1,555.00	 
	Pacific Services
	 	7/D	 	$	12,880.00	 	 	 	 	 	 	$	12,880.00	 
	Ross & Baruzzini
	 	5/501	 	$	67,125.00	 	 	 	 	 	 	$	67,125.00	 
	PanAmerican Bank
	 	8/102	 	$	264,273.45	 	 	 	 	 	 	$	264,273.45	 
	TOTAL
	 	 	 	 	 	 	 	 	 	 	 	$	863,652.88	 







Exhibit G-2









 






EXHIBIT H




TENANT ESTOPPEL CERTIFICATE




FORM OF TENANT ESTOPPEL LETTER




ESTOPPEL LETTER




	 	 	 
	[Buyer]

	 	[Lender]
	 	  	 
	 	 	 






	 	 	 	 	 
	 

	 	Re:
	 	Confirmation of Lease Agreement for premises at                     Corporate Center Drive,
Miami, Florida (the “Premises”) forming part of Airport Corporate Center (the
“Property”)





Ladies and Gentlemen:




     At the request of Miami RPFIV Airport Corporate Center Associates Limited Liability Company, a
Delaware limited liability company (“Landlord”) the undersigned hereby certifies to you and agrees
as follows recognizing that you will rely on the information contained herein:




	 	2.	 	The undersigned is the tenant under a Lease dated                      for premises located at                     
Corporate Center Drive, Miami, Florida, which lease has been amended by the following
amendments (the “Lease”):
	 
	 	 	 	[insert]
	 
	 	3.	 	The Lease is in full force and effect and has not been amended, modified,
supplemented for superseded (except as specifically stated above), and together
herewith constitutes the entire agreement between the undersigned and Landlord with
respect to the Premises. There is no other agreement (except for the agreements
contained herein) between the undersigned and the Landlord with respect to the
Premises or any other space at the Property.
	 
	 	4.	 	Neither the undersigned nor the Landlord is in default under the Lease.
There is no defense, offset, claim or counterclaim by or in favor of the undersigned
against Landlord under the Lease or against the obligations of the undersigned under
the Lease.
	 
	 	5.	 	The undersigned has not received notice and is not aware of any prior
transfer, assignment, hypothecation or pledge by Landlord or of any of Landlord’s
interest in the Lease, except to you.
	 
	 	6.	 	The monthly base or minimum rent due under the lease is $                    . Tenant has fully
paid all base rent, additional rent and other sums due and




Exhibit H-1









 






	 	 	 	payable under the Lease through                     , 2005. Tenant has not paid any rent more than one
month in advance.






	 	7.	 	There are no actions, voluntary or otherwise, pending or, to the best
knowledge of the undersigned, threatened against the undersigned under the bankruptcy,
reorganization, moratorium or similar laws of the United States, any state thereof or
any other jurisdiction.
	 
	 	8.	 	The undersigned has accepted possession of, and commenced normal business
operations at the entire premises; the term of the Lease has commenced; the
undersigned has commenced the payment of rents for all space subject to the Lease; and
the expiration date of the Lease is                     .
	 
	 	9.	 	All work to be performed by Landlord under the Lease has been completed in
accordance with the Lease and has been accepted by the undersigned and all
reimbursements and allowances due to the undersigned under the Lease in connection
with any work performed by Landlord or the undersigned have been paid in full.
	 
	 	10.	 	Tenant has paid to Landlord a cash security deposit in the amount of $                    .
{Tenant has delivered to Landlord a security deposit in the form of a letter of credit
in the amount of $                    .] [Identify by instrument number, date, issuing bank, and named
beneficiary.] The security deposit delivered by Tenant to Landlord is non-interest
bearing. Of such deposit $ remains on deposit with Landlord [and the current amount
available to be drawn under such letter of credit is $                    .]
	 
	 	11.	 	Except as provided in Schedule 1, Tenant has not assigned or encumbered or
entered into a sublease for any portion of the Premises and no person or firm other
than Tenant, its subtenants or assignee and their respective employees is in
possession of the Premises or any portion thereof.
	 
	 	12.	 	Except as provided in the Lease, Tenant does not have any options or rights
to renew or expand the Lease nor lease any additional space in the Property.
	 
	 	13.	 	The undersigned has no right or option pursuant to the Lease or otherwise to
purchase all or any part of the Premises or the Property.
	 
	 	14.	 	Neither the undersigned Tenant nor the Landlord has commenced any action or
given or received any notice for the purpose of terminating the Lease.




Exhibit H-2









 






	 	15.	 	The correct name and mailing address of Tenant for notice purposes under the Lease
is as follows:





	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Attn:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	Copy to:	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Attn:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







	 	16.	 	Tenant understands that this Certificate is required in connection with
Buyer’s acquisition of the Property, and Tenant agrees that Buyer and its lenders,
successors and/or assigns (including, without limitation, Buyer’s Lender, any other
parties providing financing of any type or equity in connection with Buyer’s
acquisition of the Property, and their respective successors and/or assigns) will, and
will be entitled to, rely on the truth of this Certificate.
	 
	 	17.	 	The party executing this Certificate on behalf of Tenant represents that
he/she has been duly authorized to do so on behalf of Tenant.





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF TENANT]	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 

	 	 	 	 	Title:






Exhibit H-3









 






EXHIBIT I




PENDING LITIGATION




     None.




 










 






EXHIBIT J 

SPECIAL WARRANTY DEED




DEED




This instrument was prepared by:




                                                            




                                                            




                                                            




When Recorded Return to:




                                                            




                                                            




                                                            




Property Appraiser’s

Parcel Identification No.                    




SPECIAL WARRANTY DEED



This Special Warranty Deed made the                      day of                                          2005, by Miami RPFIV Airport
Corporate Center Associates Limited Liability Company, a Delaware limited liability company,
hereinafter called the grantor, to                                         , a                                         , hereinafter called
the grantee:




     Wherever used herein the terms “grantor” and “grantee” include all the parties to this
Instrument and the heirs, legal representatives and assigns of individuals, and the successors and
assigns of corporations or partnerships.



     Witnesseth: That the grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration, receipt whereof is hereby acknowledged, hereby grants, bargains,
sells, aliens, remises, releases, conveys and confirms unto the grantee all that certain land
situate in Miami-Dade County, State of Florida, being more particularly described on Exhibit
“A” attached hereto and made a part hereof.



     Together, with all tenements, hereditaments and appurtenances thereto belonging or in anywise
appertaining.



     Under and Subject to the matters referenced on Exhibit “B” attached hereto and made a
part hereof, but reference thereto shall not serve to reimpose the same.



     To Have and to Hold, the same in fee simple forever.



     And the grantor hereby covenants with the grantee that the grantor is lawfully seized of the
Property in fee simple; that the grantor has good right and lawful authority to sell and convey the
Property and hereby warrants the title to said land and will defend the same against the lawful
claims of all persons claiming by, through or under the said grantor, but not otherwise, subject as
aforesaid.



 









 







     In Witness Whereof, the said grantor has hereunto set its hand and seal the day and year first
above written.



	 	 	 	 	 	 	 	 
	Signed, sealed and delivered in the presence of:	 	MIAMI RPFIV AIRPORT CORPORATE

ASSOCIATES LIMITED LIABILITY

COMPANY
	 
	 	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	Print Witness Name
	 	By:
	 	MIAACCIV, LLC,	 
	 

	 	 	 	 	 	its managing member	 
	 
	 	 	 	 	 	 	 
	Witness:

	 	 	 	By:	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Print Witness Name:
	 	 	 	 	, Vice President
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address of Grantor:	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	c/o GE Asset Management	 
	 

	 	 	 	 	 	Incorporated	 
	 

	 	 	 	 	 	3003 Summer Street	 
	 

	 	 	 	 	 	P.O. Box 7900	 
	 

	 	 	 	 	 	Stamford, Connecticut 06905	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Address of Grantee:	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	STATE OF

	 	:	 	 	 	 
	 

	 	:
	 	ss.
	 	 
	COUNTY OF

	 	:	 	 	 	 





The foregoing instrument was acknowledged before me this                      day of                     , 2005, by                     , in
his capacity as the Vice President of MIAACCIV, LLC, a Delaware limited liability company,
managing member of MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY, a
Delaware limited liability company, on behalf of said limited liability company and as managing
member of MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY, who is known
to me or has produced                      (a driver’s license) as identification.




	 	 	 	 	 
	 

	 	 

Notary Signature
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Notary Printed Signature	 	 
	 
	 	 	 	 
	 

	 	Notary Public Serial Number:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	My Commission Expires:	 	 
	 
	 	 	 	 
	 

	 	 	 	 





 









 






EXHIBIT A




SCHEDULE “A”

TO EXHIBIT “J”





 










 






EXHIBIT K 




BILL OF SALE




     THIS BILL OF SALE is made as of the                      day of                     , 200___, from MIAMI RPFIV AIRPORT
CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY, a Delaware limited liability company
(“Seller”), to                                                                                 , a                                         (“Buyer”).



R E C I T A L S:




     WHEREAS, contemporaneously with the execution and delivery of this Bill of Sale, Seller has
sold and conveyed to Buyer all of Seller’s right, title and interest and estate in and to the real
property described in Exhibit “A” attached hereto and made a part hereof and all buildings,
structures and improvements located thereon by Deed of even date herewith (all of such buildings,
structures, improvements and real property collectively hereinafter referred to as the “Real
Property”); and



     WHEREAS, as a part of the consideration for the conveyance of the Real Property, Seller has
agreed to convey to Buyer Seller’s interest in the items of personal property, if any, that are
owned by Seller and located in and on and used in connection with, the Real Property;



     NOW, THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Seller does hereby (a)
sell, assign, and convey to Buyer (without any representation or warranty whatsoever) Seller’s
right, title and interest, if any, in and to the personal property, if any, that is owned by
Seller, located at the Real Property and used in connection with the management or operation of the
Real Property (whether or not any such items constitute “personal property” or “fixtures” as a
matter of state law) including, without limitation, the items listed on Exhibit “B”
attached hereto and (b) quit claim and release to Buyer, to the extent existing and assignable,
Seller’s right, title and interest (if any) in the trade names, plans and specifications,
construction warranties and guaranties, tenant records, and like personal property, in the
possession of Seller which directly relate to the Real Property, subject in both cases to matters
of public record and to rights of tenants under written leases in effect on the date hereof.



     TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns, forever.



     This Bill of Sale shall be binding upon and shall inure to the benefit of Seller, Buyer and
their respective successors and assigns.



     This Bill of Sale shall be governed by and construed in accordance with the laws of the State
where the Real Property is located.



Exhibit K-1









 





     NOTWITHSTANDING ANYTHING CONTAINED IN THIS BILL OF SALE TO THE CONTRARY, THIS BILL OF SALE IS
SUBJECT TO ALL DISCLAIMERS AND QUALIFICATIONS BY SELLER AND ALL ENCUMBRANCES SET FORTH IN THE
AGREEMENT OF SALE DATED                     , 2005 WITH RESPECT TO THE PERSONAL PROPERTY, AND SUCH
DISCLAIMERS, QUALIFICATIONS AND ENCUMBRANCES ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND MADE A
PART HEREOF.



     IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly signed as of the day and
year first written above.



	 	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES

LIMITED LIABILITY COMPANY
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC,	 	 
	 	 	 	 	its managing member	 	 
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 
	Exhibit “A”

	 	—
	 	Real Property Description
	 
	 	 	 	 
	Exhibit “B”

	 	—
	 	Personal Property






Exhibit K-2









 






EXHIBIT L




FIRPTA CERTIFICATION




     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person. To inform the transferee that
withholding of tax is not required upon the disposition of a U.S. real property interest by MIAMI
RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY, a Delaware limited liability
company (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:



     1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);



     2. Transferor’s U.S. taxpayer identification number is                                         ; and



     3. Transferor’s office address is:


3003 Summer Street

P.O. Box 7900

Stamford, Connecticut 06905



     Transferor understands that the above information may be disclosed to the Internal Revenue
Service by the transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.



     Under penalties of perjury, I declare that I have examined this instrument and to the best of
my knowledge and belief it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of Transferor.



	 	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC, its
	 	 	 	 	managing member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 






Dated: ____________, 2005





Exhibit L-1









 








EXHIBIT M



(LETTERHEAD)




FORM OF NOTICE TO TENANTS




                                        , 200___




CERTIFIED MAIL




RETURN RECEIPT REQUESTED




                                        




 




Tenant Name

Tenant Address




	 	 	 	 	 
	 

	 	Re:
	 	Sale of Property — Miami Airport Corporate Center, Miami, Florida
Lease Agreement dated
                                        
by and between
                                        
(“Tenant”) and
                                                            (“Landlord”)






     Dear                                                             :



     As required in the Notice Provision of your Lease Agreement, notice is hereby given that
effective                                                             , 200___Miami Airport Corporate Center Associates Limited Liability
Company has sold the Property to                                                             . All future rental payments should be
sent as follows:



	 	 	 	 	 	 	 
	 

	 	Make checks payable to:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Mail payment to:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 






     Please contact your insurance agent immediately and instruct them to change the name of the
Additional Insured as required in your Lease Agreement to reflect the new owner,                                         , and
promptly forward to the address noted below.



     All future correspondence regarding terms and conditions relative to your Lease Agreement
should be directed as shown below:



Exhibit M-1









 





	 	 	 	 	 	 	 
	 

	 	Management Company:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone Number:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Telefax Number:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Property Manager:	 	 	 	 
	 

	 	 	 	 	 	 





     All of the Landlord’s interest in your lease will be held by the new owner,
                                        , including transfer and recognition of your security deposit (if any). The new
owner has assumed the obligations of the landlord under your Lease Agreement and will from and
after the date hereof be responsible for such deposit.



     Should you have any questions, please feel free to contact                                         ,
                                        at                                         .



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 
	 	 	MIAMI RPFIV
AIRPORT CORPORATE 

CENTER ASSOCIATES
LIMITED LIABILITY COMPANY
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Representative
	 
	 	 	 	 
	 	 	BUYER:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:






Exhibit M-2









 






EXHIBIT N




EXISITING LOAN TRANSFER CONDITIONS




          8.3 SALE/ENCUMBRANCE DEFINED.




          (a) . . . . .




          (b) . . . .




          (c) Notwithstanding anything to the contrary contained herein, and in addition to the
transfers permitted hereunder, following the sale of the Loan in a securitization, Lender’s consent
to a one-time sale, assignment, or other transfer of the Property shall not be withheld provided
that Lender receives forty-five (45) days prior written notice of such transfer and no Event of
Default has occurred and is continuing, and further provided that, the following additional
requirements are satisfied:





	 	1.	 	Borrower shall pay Lender a transfer fee equal to $250,000;
	 
	 	2.	 	Borrower or the proposed transferee (the “Transferee”) shall pay any and all
out-of-pocket costs incurred in connection with the transfer of the Property
(including, without limitation, Lender’s counsel fees and disbursements and all
recording fees, title insurance premiums and mortgage and intangible taxes and the
fees and expenses of the Rating Agencies pursuant to clause (x) below);
	 
	 	3.	 	The Transferee or Transferee’s Principals (hereinafter defined) must have
demonstrated expertise in owning and operating properties similar in location, size
and operation to the Property, which expertise shall be reasonably determined by
Lender. The term “Transferee’s Principals” shall include Transferee’s (A) managing
members, general partners or principal shareholders and (B) such other members,
partners or shareholders which directly or indirectly shall own a 15% or greater
interest in Transferee;
	 
	 	4.	 	Transferee and Transferee’s Principals shall, as of the date of such
transfer, have an aggregate net worth and liquidity reasonably acceptable to Lender;
	 
	 	5.	 	Transferee, Transferee’s Principals and all other entities which may be owned
or controlled directly or indirectly by Transferee’s Principals (“Related Entities”)
must not have been a party to any bankruptcy proceedings, voluntary or involuntary,
made an assignment for the benefit of creditors or taken advantage of any insolvency
act, or any act for the benefit of debtors within seven (7) years prior to the date of
the proposed transfer of the Property;
	 
	 	6.	 	Transferee shall assume all of the obligations of Borrower under the Loan
Documents in a manner satisfactory to Lender in all respects, including, without
limitation, by entering into an assumption agreement in form and substance
satisfactory to Lender and, if required by Lender, one or more Transferee’s Principals
having an aggregated net worth and liquidity reasonably acceptable to




Exhibit N-1









 






	 	 	 	Lender shall execute in favor of Lender a Guaranty of Recourse Obligations and
Environmental Indemnity Agreement in form acceptable to Lender;
	 
	 	7.	 	There shall be no material litigation or regulatory action pending or
threatened against Transferee, Transferee’s Principals or Related Entities which is
not reasonably acceptable to Lender;
	 
	 	8.	 	Transferee, Transferee’s Principals and Related Entities shall not have
defaulted under its or their obligations with respect to any other indebtedness in a
manner which is not reasonably acceptable to Lender;
	 
	 	9.	 	Transferee and Transferee’s Principals must be able to satisfy all the
covenants set forth in Sections 4.2 and 5.9 of this Security Instrument, no Event of
Default or event which, with the giving of notice, passage of time or both, shall
constitute an Event of Default, shall otherwise occur as a result of such transfer,
and Transferee and Transferee’s Principals shall deliver (A) all organization
documentation reasonably requested by Lender, which shall be reasonably satisfactory
to Lender, (B) all certificates, agreements and covenants reasonably required by
Lender and (C) such opinions of counsel as may be required by Lender or the Rating
Agencies, including but not limited to a substantive non-consolidation opinion in form
and substance, and issued by a law firm, acceptable to Lender and the Rating Agencies;
	 
	 	10.	 	The Rating Agencies selected by Lender shall confirm in a manner acceptable
to Lender that such transfer shall not result in the downgrade, qualification or
withdrawal of any ratings then assigned by such Rating Agencies to any class of
Securities; and
	 
	 	11.	 	Borrower or Transferee shall deliver, at its sole cost and expense, an
endorsement to the existing title policy insuring the Security Instrument, as modified
by the assumption agreement, as a valid first lien on the Proper and naming the
Transferee as owner of the Property, which endorsement shall insure that, as of the
date o the recording of the assumption agreement, the Property shall not be subject to
any additional exceptions or liens other than those contained in the title policy
issued on the date hereof or which have been approved by Lender in writing.





     Immediately upon a transfer of the Property to such Transferee and the satisfaction of all of
the above requirements, the named Borrower herein shall be released from all liability under this
Security Instrument, the Note and the other Loan Documents accruing after such transfer. The
foregoing release shall be effective upon the date of such transfer, but Lender agrees to provide
written evidence thereof reasonably requested by Borrower.



          (d) . . . .




Exhibit N-2









 








EXHIBIT O




RENT ROLL




Exhibit O-1









 








EXHIBIT P




LENDER ESTOPPEL CERTIFICATE STATEMENTS




     (i) The Loan Documents described on Schedule A represent, in all material respects, the
complete agreement between Seller and Lender as to all rights, liabilities and obligations of
Seller and Lender with respect to the Existing Loan;



     (ii) The Loan Documents have not been cancelled, modified or amended except as set forth on
Schedule A;



     (iii) The outstanding principal balance of the Existing Loan or the date hereof is
approximately $                                        ;



     (iv) To Lender’s knowledge, Borrower is not in default under any of the Loan Documents;



     (v) Schedule                     is a schedule of all sums held by Lender in reserve or escrow under the
Existing Loan, which schedule is true and correct in all material respects.



Exhibit P-1









 





EXHIBIT Q




TAX CERTIORARI PROCEEDINGS




     There are currently filed petitions to the Administrative Appeal to the Value Adjustment Board
in order to contest the 2004 and 2005 Tax Assessments.




Exhibit Q-1









 






FIRST AMENDMENT TO AGREEMENT OF SALE




     THIS FIRST AMENDMENT TO AGREEMENT OF SALE is made as of the
     day of October, 2005, by and between MIAMI RPFIV AIRPORT CORPORATE CENTER LIMITED LIABILITY
COMPANY, a Delaware limited liability company (“Seller”), and HINES REIT PROPERTIES, L.P., a
Delaware limited partnership (“Buyer”).



Preliminary Statement




     Seller and Buyer have heretofore entered into that certain Agreement of Sale, made to be
effective as of October 12, 2005 (the “Purchase
Agreement”), pursuant to which Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, the Property (as defined in
the Purchase Agreement) which includes the real estate commonly known as the Miami Airport
Corporate Center located in Miami, Florida.



     NOW, THEREFORE, in consideration of the premises set forth herein and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree
as follows.



1. Inspection
Period. Section 19(c) of the Purchase Agreement is hereby amended
to extend the Inspection Period, as defined therein, to November 8, 2005.



2. Full Force and Effect. Except as otherwise expressly set forth herein, the Purchase
Agreement is unamended and in full force and effect.



3. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which shall constitute one and the same
agreement.



 









 





     IN WITNESS WHEREOF, each party hereto has caused this Amendment to be duly executed
as of file date(s) set forth below to be effective as of the day and year first above
written.



	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE

CENTER LIMITED LIABILITY COMPANY, a

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC, its managing member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Robert J. Hughes	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert J. Hughes
	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 

	 	 	 	Date:
	 	10/28/05	 	 






	 	 	 	 	 	 	 	 	 
	 	 	BUYER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HINES REIT PROPERTIES, L.P., a Delaware

limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines Real Estate
Investment Trust, Inc., a

Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Charles N. Hazen	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Charles N. Hazen	 	 
	 

	 	 	 	Title:
	 	President	 	 
	 

	 	 	 	Date:
	 	October 28, 2005	 	 






2









 






SECOND AMENDMENT TO AGREEMENT OF SALE




     THIS
SECOND AMENDMENT TO AGREEMENT OF SALE is made as of the
7th
day of November, 2005, by and between MIAMI RPFIV AIRPORT CORPORATE CENTER LIMITED LIABILITY
COMPANY, a Delaware limited liability company (“Seller”), and HINES REIT PROPERTIES, L.P., a
Delaware limited partnership (“Buyer”).



Preliminary Statement




     Seller and Buyer have heretofore entered into that certain Agreement of Sale, made to be
effective as of October ___, 2005 (the “Purchase
Agreement”), pursuant to which Seller has agreed to
sell to Buyer, and Buyer has agreed to purchase from Seller, the Property (as defined in the
Purchase Agreement) which includes the real estate commonly known as the Miami Airport Corporate
Center located in Miami, Florida.



     NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows.


1. Inspection Period. Section 19(c) of the Purchase Agreement is hereby amended to
extend the Inspection Period, as defined therein, to November 11, 2005.



2. Full Force and Effect. Except as otherwise expressly set forth herein, the Purchase
Agreement is unamended and in full force and effect.



3. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which shall constitute one and the same
agreement.




 









 











     IN WITNESS WHEREOF, each party hereto has caused this Amendment to be duly
executed as of the date(s) set forth below to be effective as of the day and year first above
written.



	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE

CENTER LIMITED LIABILITY COMPANY, a

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC, its managing member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Leanne R. Dunn 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Leanne R. Dunn 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	Date:	 	November 7, 2005 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BUYER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HINES REIT PROPERTIES, L.P., a Delaware

limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines Real Estate Investment Trust, Inc., a

Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Charles N. Hazen
 

	 	 
	 

	 	 	 	Name:
	 	Charles N. Hazen
	 	 
	 

	 	 	 	Title:
	 	President	 	 
	 

	 	 	 	Date:
	 	November 7, 2005	 	 






2









 






THIRD AMENDMENT TO AGREEMENT OF SALE




     THIS
THIRD AMENDMENT TO AGREEMENT OF SALE is made as of
the   
day of November   , 2005, by and between MIAMI RPFIV AIRPORT CORPORATE CENTER LIMITED LIABILITY
COMPANY, a Delaware limited liability company (“Seller”), and HINES REIT PROPERTIES, L.P., a
Delaware limited partnership (“Buyer”).



Preliminary Statement




     Seller and Buyer have heretofore entered into that certain Agreement of Sale, made to be
effective as of October     , 2005 (the “Purchase
Agreement”), pursuant to which Seller has
agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, the Property (as defined in
the Purchase Agreement) which includes the real estate commonly known as the Miami Airport
Corporate Center located in Miami, Florida.



     NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows.


1. Inspection Period. Section 19(c) of the Purchase Agreement is hereby amended to
extend the Inspection Period, as defined therein, to November 15, 2005.



2.
Full Force and Effect. Except as otherwise expressly set forth herein, the Purchase
Agreement is unamended and in full force and effect.



3.
Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which shall constitute one and the same
agreement.




 










 








     IN WITNESS WHEREOF, each party hereto has caused this Amendment to be duly executed as of
the date(s) set forth below to be effective as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MIAMI RPFIV AIRPORT CORPORATE

CENTER LIMITED LIABILITY COMPANY, a

Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MIAACCIV, LLC, its managing member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Leanne R. Dunn	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Leanne R. Dunn	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	Date:	 	November 11, 2005	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	BUYER:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HINES REIT PROPERTIES, L.P., a Delaware

limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Charles N. Hazen
 

	 	 
	 

	 	 	 	Name:
	 	Charles N. Hazen	 	 
	 

	 	 	 	Title:
	 	 President	 	 
	 

	 	 	 	Date:
	 	November 11, 2005