Exhibit
10.1


REAL
ESTATE SALE AGREEMENT

One Paces West  and Two Paces West, Cobb County, Georgia


THIS REAL ESTATE SALE AGREEMENT
(this “Agreement”) is made effective as of
March 7, 2006 (the “Effective Date”),
by and between GA-PACES, L.L.C., a Delaware limited
liability company (“Seller”), and HARVARD PROPERTY TRUST, LLC, a Delaware limited liability
company doing business as Berhringer Harvard Funds (“Purchaser”).
In consideration of the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser agree as follows:


1.             PURCHASE
AND SALE OF PROPERTY.  Subject to and
in accordance with the terms and conditions set forth in this Agreement,
Purchaser shall purchase from Seller and Seller shall sell to Purchaser those
certain parcels of real estate (the “Real Property”)
in the City of Atlanta, County of Cobb, State of Illinois, which parcels are
more particularly described in attached Exhibit A,
and upon which are located an office building commonly known as “One Paces
West,” and an office building commonly known as “Two Paces West,” together
with: (i) all buildings and improvements owned by Seller, and any and all
of Seller’s rights, easements, licenses and privileges presently thereon or
appertaining thereto (the “Improvements”);
(ii) Seller’s right, title and interest in and to the leases, occupancy
agreements and license agreements affecting the Property or any part thereof
(the “Leases”); (iii) all furniture,
furnishings, fixtures, equipment and other tangible personal property owned by
Seller, located on the Property and used solely in connection therewith, but
specifically excluding any and all computer hardware and software (the “Tangible Personal Property”), a list of which is attached
hereto as Exhibit B; and
(iv) all right, title and interest of Seller under any and all of the
maintenance, service, leasing, brokerage, advertising and other like contracts
and agreements with respect to the ownership and operation of the Property
(excluding contracts designated as “National” or “Regional” service contracts)
(the “Service Contracts”), a list of which is
attached hereto as Exhibit C;
(v) to the extent assignable all warranties and guaranties (express or implied)
issued to Seller in connection with the Improvements or the Personal Property
(Seller shall pay any and all fees due in connection with the assignment of
such warranties and guaranties); and (vi) Seller’s right, title and
interest, to the extent transferable, in and to (1) all approvals,
entitlements, the right to use the names “One Paces West” and “Two Paces West”
(it being acknowledged by Purchaser that Seller does not have exclusive rights
to use such names and that Seller has not registered  the same in any manner), all licenses and
permits, and (2) to the extent in Seller’s possession, any blueprints, plans,
specifications, maps or drawings, but only to the extent that the same is now
used in connection with the operation, ownership, maintenance, management, or
occupancy of the Real Property (and not to any other property owned by Seller
or its affiliates) and subject to any rights of the preparers of such
documents; all to the extent applicable to the period from and after the
Closing Date (as defined in Section 4), except as expressly set
forth to the contrary in this Agreement. 
Items (i) through (vi) above,
together with the Real Property, are collectively referred to in this Agreement
as the “Property”; provided, however, the term “Property”
expressly excludes all property owned by tenants or other users or occupants of
the Property, all rights with respect to any refund of taxes applicable to any
period prior to the Closing Date (as defined in Section 4), all
rights to any insurance proceeds or settlements for events occurring prior to
Closing (subject to Section 5) and all property in the management office
of the Property, if any, owned by the Property Manager (as hereinafter
defined).









 



2.             PURCHASE
PRICE.  Subject to the provisions of the
Master Lease as set forth in Section 8.9 of this Agreement, the total
consideration to be paid by Purchaser to Seller for the Property is One Hundred
Fourteen Million Three Hundred Ninety Thousand and No/100
Dollars ($114,390,000.00) (the “Purchase Price”).


2.1           Earnest
Money.  Within three (3) business
days of the Effective Date, Purchaser shall deliver to Commonwealth Land Title Insurance Company located at 10
South LaSalle Street, Suite 2500, Chicago, Illinois 60603, Attention: Deborah
A. Crangle-Brisch (“Escrow Agent”)
the sum of Four Million and No/100 Dollars ($4,000,000.00) (the “Earnest Money”) to be received pursuant to
the Escrow Agreement attached hereto as Exhibit
D.  The failure of
Purchaser to timely deliver the Earnest Money shall be a material default and
shall entitle Seller, at Seller’s sole option and prior to the time the Earnest
Money is received by Escrow Agent, to terminate this Agreement immediately upon
written notice thereof to Purchaser, in which case neither party shall have any
further rights or obligations under this Agreement except those that expressly
survive termination. The Earnest Money shall be invested as Seller and
Purchaser so direct.  Any and all
interest earned on the Earnest Money shall be reported to Purchaser’s federal
tax identification number.  Except as
expressly set forth herein to the contrary, the Earnest Money is
nonrefundable.  Notwithstanding the prior
sentence, if the transaction fails to close because of Seller’s default under
this Agreement or failure of a condition precedent to Purchaser’s obligations
to close, the Earnest Money shall be returned to Purchaser.  If the transaction closes in accordance with
the terms of this Agreement, then Escrow Agent shall deliver the Earnest Money
to Seller at Closing as payment toward the Purchase Price.


2.2           Cash
Balance.  At Closing, Purchaser shall
pay to Seller the Purchase Price, less the Earnest Money, plus or minus the
prorations described in this Agreement (such amount, as adjusted, being
referred to as the “Cash Balance”).  Purchaser shall pay the Cash Balance by
federal funds wire transferred to an account designated by Seller in writing.


3.             EVIDENCE
OF TITLE.


3.1           Preparation
and Delivery of Materials.  Seller
has heretofore caused to be delivered to Purchaser, or will within two (2)
business days of the Effective Date deliver or cause to be delivered:
(i) a current commitment for an ALTA Owner’s Title Insurance Policy (the “Title Commitment”), in the amount of the
Purchase Price, issued by Commonwealth Land Title Insurance Company (the “Title Insurer”); (ii) available copies
of all title exception documents referred to in the Title Commitment; and
(iii) a current survey of the Real Property and the Improvements (the “Survey”). 
At Closing, Purchaser shall cause the Title Commitment to be updated.


3.2           Matters
Before the Objection Date.  If the
Title Commitment (or update), the Survey discloses exceptions or matters other
than the exceptions that are more fully described on Exhibit E attached hereto, the REA referred
to in Section 8.6 below, and the exceptions that become Permitted
Exceptions pursuant to this Section 3 (collectively, the “Permitted Exceptions”), then prior to 5:00
p.m. (CST) on March 17, 2006 (the



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“Objection
Date”), Purchaser shall notify Seller of any such exceptions or
matters to which it objects.  Any such
exceptions or matters not objected to by Purchaser as aforesaid shall become “Permitted
Exceptions”.  If Purchaser objects to any
such exceptions or matters, Seller shall have until Closing (but in any event
at least fifteen (15) days after it receives notice of Purchaser’s objections,
with the Closing being postponed if necessary to accommodate such fifteen (15)
day period) to cause the removal of such exceptions or matters (which removal
may be by way of waiver or endorsement by Title Insurer). Notwithstanding
anything contained herein to the contrary, Seller shall cause the removal of
all monetary liens affecting the Property which were directly caused by Seller
(which removal may be by way of waiver or endorsement by the Title Insurer). If
Seller fails to cause the removal of any such exceptions or matters as
aforesaid, Purchaser shall have the option, as its sole and exclusive remedy,
to either (a) waive the unsatisfied objections and close, or (b) terminate this
Agreement and obtain a return of the Earnest Money.  If Purchaser does not elect to terminate this
Agreement, Purchaser shall consummate the Closing and accept title to the
Property subject to all such exceptions and matters (in which event, all such
exceptions and matters shall be deemed “Permitted Exceptions”).


3.3           Matters
After the Objection Date.  Between
the Objection Date and the Closing Date, Purchaser may notify Seller in writing
(the “Gap Notice”) of objections
to exceptions to title that were not disclosed by the Title Commitment (or an
update thereto received by Purchaser prior to the Objection Date); provided,
however, Purchaser must notify Seller of each such objection within three (3)
business days after receiving written notice from Title Insurer of the
existence of same.  If Purchaser delivers
a Gap Notice to Seller, Purchaser and Seller shall have the same rights and
obligations with respect to the objections contained within the Gap Notice as
with respect to the objections made, if any, prior to the Objection Date
pursuant to Section 3.2.


4.             CLOSING.  The payment of the Purchase Price, the
transfer of title to the Property, and the satisfaction of all other terms and
conditions of the transaction contemplated by this Agreement (the “Closing”) shall occur on or before 2:00 p.m., Chicago time
on April 12, 2006 (such day being sometimes referred to as the “Closing Date”), subject to either party’s right to extend
the Closing Date pursuant to Section 8.7 or Section 8.8 through
escrow at the Chicago office of Title Insurer.


4.1           Seller’s
Closing Deliveries.  At Closing,
Seller shall execute (as necessary) and deliver to Purchaser (either through
escrow or as otherwise provided below) each of the documents described below:
(i) one original “Special” or “Limited” Warranty Deed, in form acceptable
to Title Insurer, warranting title to the Real Property against all persons
claiming by, through or under Seller, but not otherwise, subject to the
exceptions listed on attached Exhibit F
and any other matters which become Permitted Exceptions pursuant to Section
3; (ii) two original counterparts of a bill of sale and assignment and
assumption of leases and contracts with respect to the Property, in the form
attached hereto as Exhibit G
(the “Bill of Sale and  Assignment”); (iii) one original
notice letter to each tenant with respect to the Property, substantially in the
form attached hereto as Exhibit H
(to be delivered outside of Closing); (iv) one original notice letter to
each Service Contract vendor with respect to the Property, substantially in the
form



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attached hereto as Exhibit I (to be delivered outside
of Closing); (v) Seller’s non-foreign affidavit, in the form attached hereto as
Exhibit J;
(vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3);
(vii) one counterpart of the final and agreed-upon closing statement
prepared by Escrow Agent (the “Escrow Agent’s
Closing Statement”); (viii) evidence of termination of (a) the
existing property management agreement with Equity Office Management, L.L.C., a
Delaware limited liability company (“Property
Manager”) and (b) the brokerage agreement with Property Manager,
together with a broker’s lien waiver executed by Property Manager, which lien
waiver may exclude any Protected Tenants (as defined in Section 4.8);
(ix) a list of Protected Tenants with respect to the Property;
(x) such transfer tax forms as are required by law, if any (the “Transfer Documents”); (xi) assignments
of Seller’s rights to any security deposit that is not in the form of cash;
(xii) a rent roll used by Seller in the ordinary course of business; (xiii) two
(2) original counterparts of a Master Lease (as defined in Section 8.9
hereof); (xiv) an executed copy of the Declaration (as defined in Section
8.6) and (xv) such evidence of Seller’s power and authority as the Title
Insurer may reasonably request. The Joint Closing Statement and Escrow Agent’s
Closing Statement may be signed in facsimile counterparts on the Closing
Date.  To the extent available, Seller
shall leave, and/or cause the Property Manager to leave and/or deliver promptly
after the Closing Date all of the original Leases and Service Contracts, and
warranties, all correspondence and working files maintained by the Property
Manager relating to the Property, and, to the extent available and in Seller’s
possession, originals and/or copies of all plans and specifications, contracts,
licenses, permits, keys, access cards and Tangible Personal Property pertaining
to the Property, at the respective Property.


4.2           Purchaser’s
Closing Deliveries.  At Closing,
Purchaser shall execute (as necessary) and deliver to Seller (either through
escrow or as otherwise provided below) each of the following items: (i) the
Cash Balance described in Section 2.2; (ii) two (2) executed
counterparts of the Bill of Sale and Assignment, the Joint Closing Statement,
the Master Lease and the Escrow Agent’s Closing Statement; (iii) the Transfer
Documents (if any); and (iv) such evidence of Purchaser’s power and authority
as Seller or Title Insurer may reasonably request.


4.3           Closing
Prorations and Adjustments.  The
provisions of this Section 4.3 shall survive the Closing.  Seller shall prepare a statement of the
prorations and adjustments required by this Agreement (the “Joint Closing Statement”) and submit it to
Purchaser for approval at least five (5) business days prior to the Closing
Date.  The items listed below are to be
equitably prorated or adjusted as of the close of business on the Closing Date,
it being understood that, for purposes of prorations and adjustments, Seller
shall be deemed the owner of the Property on the day immediately preceding the
Closing Date and Purchaser shall be deemed the owner of the Property as of the
day of the Closing Date.


4.3.1        Taxes.
 Real estate and personal property taxes
and assessments shall be prorated for the period for which such taxes and
assessments are payable, regardless of the period for which assessed, on the
basis of the number of days in such period the Property will have been owned by
Seller and Purchaser.  If the current tax
bill is not available at Closing, then the proration shall be made on the



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basis of the most recent ascertainable tax
bill.  Any taxes paid at or prior to
Closing shall be prorated based upon the amounts actually paid.  If taxes and assessments for the fiscal year
in which Closing occurs have been determined but have not been paid before
Closing, Seller shall be charged and Purchaser credited at Closing with an
amount equal to that portion of such taxes and assessments which relates to the
period before the date of Closing, and Purchaser shall pay the taxes and
assessments prior to the same becoming delinquent.


4.3.2        Rent.  The “minimum” or “base” rent payable by
tenants under the Leases for the calendar month in which the Closing occurs
shall be prorated on the basis of the number of days of such month the Property
will have been owned by Purchaser and Seller, respectively.  However, there shall be no proration of any
such rent which is delinquent as of the Closing Date.  Rather, Purchaser shall cause any such
delinquent rent for the period prior to Closing to be remitted to Seller if,
as, and when collected.  Additionally, there
shall be no proration of any rent that a tenant under a Lease delivers to
either Purchaser or Seller that such tenant has identified, at the time of such
delivery, as constituting payment of rent due for a month or other period of
time prior to Closing.  If Purchaser
receives any such delinquent rent, Purchaser shall cause such rent to be
remitted to Seller if, as, and when collected. 
At Closing, Seller shall deliver to Purchaser a schedule of all such
delinquent rent.  Purchaser shall include
the amount of delinquent rent in the first bills thereafter submitted to the
tenants in question after the Closing, and shall continue to do so for two (2)
months thereafter.  Purchaser shall
promptly deliver to Seller a copy of each such bill submitted to tenants.  After such two (2) month period, Seller may
pursue remedies directly against delinquent tenants, but may not sue to evict
or otherwise dispossess such tenants. Purchaser shall have no obligation to
institute any litigation or incur any out-of-pocket costs to collect any such
delinquent rent. Except as otherwise expressly set forth in this Section
4.3.2, any amounts of delinquent rent collected by Purchaser after Closing
shall be applied first to charges as are due and payable or delinquent for the
period from and after the Closing Date.


4.3.3        Costs
Relating to New Leases.  Any tenant
improvement costs, leasing commissions or other leasing costs paid or payable
pursuant to any New Lease (as hereinafter defined) entered into in accordance
with Section 9.3.1 shall be prorated over the term of such New
Lease, with Seller being responsible for a portion of such costs and
commissions based on the ratio of base rent payments received by Seller through
the Closing Date to the total base rent payable over the term of such New
Lease.


4.3.4        Security
Deposits; Utility Deposits. 
Purchaser shall receive a credit at Closing in the amount of any
unapplied cash security deposits under the Leases.  In addition, Seller shall assign (to the
extent assignable) and deliver to Purchaser at Closing any and all letters of
credit and other instruments held by Seller as security deposits under
Leases.  Seller shall receive a credit at
Closing in the amount of all refundable cash or other deposits posted with
utility companies servicing the Property which are duly assigned to Purchaser
at Closing.



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4.3.5        Utilities.  Water, electric, telephone and all other
utility and fuel charges, fuel on hand (at cost plus sales tax), and any other
payments to utility companies shall be prorated.  If possible, utility prorations will be
handled by final meter readings on the Closing Date.  If final readings are not possible, or if any
such charges are not separately metered, such charges will be prorated based on
the most recent period for which costs are available.


4.3.6        Service
Contracts.  Amounts due and
prepayments under the Service Contracts assumed by Purchaser shall be prorated.


4.3.7        Fees
Payable.  Assignable license and
permit fees, and similar fees and expenses of operation shall be prorated;
provided, however, that Seller shall be responsible for the payment of any reasonable
out-of-pocket fees or costs associated with the transfer of any assignable
warranties and, to the extent that Purchaser pays any such reasonable
out-of-pocket fees or costs relating to the transfer of warranties after
Closing, Seller shall reimburse Purchaser therefor within thirty (30) days of
receipt of an invoice and backup therefor.


4.3.8        Tenant
Inducement Costs and Leasing Commissions. 
Purchaser shall be responsible for the payment of all of the following
Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a)
those specifically identified as Purchaser’s obligation on Exhibit K attached hereto; and (b)
those set forth in a Lease existing as of the date hereof which, pursuant to
such Lease, are not due and payable prior to the Closing.  Seller shall be responsible for the payment
of all of the following Tenant Inducement Costs and leasing commissions: (i)
those specifically identified as Seller’s obligation on Exhibit K; and (ii) those payable prior
to the Closing Date which are not described in clauses (a) or (b) of the
preceding sentence or are not otherwise provided for in accordance with Section
4.3.3.  For purposes hereof, the term
“Tenant Inducement Costs” shall
mean any 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 limitation, tenant
improvement costs, lease buyout costs (other than those accruing as a result of
a buyout option executed by Purchaser after the Closing Date, which buyout
costs shall be Purchaser’s sole and exclusive responsibility), moving, design,
refurbishment and club membership allowances, but specifically excluding legal
fees or loss of income resulting from any free rental period (it being agreed
that Seller shall bear the loss resulting from any free rental period until the
date of Closing and that Purchaser shall bear such loss from and after the
Closing Date).  If, as of the date of
Closing, Seller shall have paid any Tenant Inducement Costs or leasing
commissions for which Purchaser is responsible pursuant to this Section 4.3.8,
Seller shall be credited with an amount equal to such Tenant Inducement Costs
and leasing commissions.  If, as of the
date of Closing, Seller shall not have paid any Tenant Inducement Costs or
leasing commissions for which Seller is responsible to have paid prior to the
date of Closing in accordance with the provisions of this Section 4.3.8,
Purchaser shall be credited with an



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amount equal to such Tenant Inducement Costs
and leasing commissions and Purchaser shall assume the obligation to pay the
same.


If any item of income or expense set forth in this Section
4.3 is subject to final adjustment after Closing, then Seller and Purchaser
shall make, and each shall be entitled to, an appropriate reproration to each
such item promptly when accurate information becomes available.  Any amounts due from one party to the other
as a result of such reproration shall be paid promptly in cash to the party
entitled thereto.  Seller and Purchaser
hereby covenant and agree to make available to each other for review such
records as are necessary to complete such reprorations.  The foregoing provisions of this Section
4.3 shall survive the Closing.


4.4           Tenant
Reimbursements.  Tenants under the
Leases are currently paying Seller certain amounts (referred to herein as “Tenant Reimbursements”) based on Seller’s
estimates for real estate taxes and assessments, common area maintenance,
operating expenses and similar expenses (collectively, “Tenant Reimbursable Expenses”).


4.4.1        For
the Calendar Year of the Closing.  At
Closing, Tenant Reimbursements payable by tenants under the Leases for the
calendar month in which the Closing occurs shall be prorated on the basis of
the number of days of such month the Property will have been owned by Purchaser
and Seller, respectively.  However, there
shall be no proration of any such Tenant Reimbursements which are delinquent as
of Closing.  Rather, Purchaser shall cause
any such delinquent Tenant Reimbursements for the period prior to Closing to be
remitted to Seller if, as, and when collected. 
Additionally, there shall be no proration of any Tenant Reimbursements
that a tenant under a Lease delivers to either Purchaser or Seller that such
tenant has identified, at the time of such delivery, as constituting payment of
a Tenant Reimbursement due for a month or other period of time prior to
Closing.  If Purchaser receives any such
Tenant Reimbursements, Purchaser shall cause such Tenant Reimbursements to be
remitted to Seller if, as, and when collected. 
At Closing, Seller shall deliver to Purchaser a schedule of all such
delinquent Tenant Reimbursements. 
Purchaser shall include the amount of delinquent Tenant Reimbursements
in the first bills thereafter submitted to the tenants in question after
Closing, and shall continue to do so for two (2) months thereafter.  Purchaser shall promptly deliver to Seller a
copy of each such bill submitted to tenants. 
After such two (2) month period, Seller may pursue remedies
directly against delinquent tenants, but may not sue to evict or otherwise
dispossess such tenants. Purchaser shall have no obligation to institute any
litigation or incur any out-of-pocket costs to collect any such delinquent
Tenant Reimbursements. Except as otherwise expressly set forth in this Section
4.4.1, any amounts of delinquent Tenant Reimbursements collected by
Purchaser after Closing from payments made by tenants will be applied first to
charges as are due and payable or delinquent for the period from and after the
Closing Date.



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In order to enable Purchaser to make any year-end
reconciliations of Tenant Reimbursements, after the end of the calendar year in
which the Closing occurs, (i) Seller shall determine the Tenant
Reimbursable Expenses incurred by Seller for the portion of the calendar year
in which the Closing occurs that Seller owned the Property (“Seller’s Actual Tenant Reimbursable Expenses”) and the
Tenant Reimbursements paid to Seller by tenants during the portion of the
calendar year in which the Closing occurs that Seller owned the Property (“Seller’s Actual Tenant Reimbursements”), and
(ii) Purchaser shall determine the Tenant Reimbursable Expenses incurred
by Purchaser for the portion of the calendar year in which the Closing occurs
that Purchaser owned the Property and the Tenant Reimbursements paid to
Purchaser by tenants during the portion of the calendar year in which the
Closing occurs that Purchaser owned the Property.  On or before the date that is one hundred
twenty (120) days after the end of the calendar year in which the Closing
occurs, Seller shall deliver Seller’s Actual Tenant Reimbursable Expenses,
Seller’s Actual Tenant Reimbursements, and a statement calculating the difference
between the two (i.e., establishing that Seller’s Actual Tenant Reimbursable
Expenses were either more or less than Seller’s Actual Tenant Reimbursements)
and any back-up documentation as Purchaser may reasonably request (“Seller’s Reconciliation Statement”) to Purchaser; provided,
however, that if Purchaser has transferred its interest in the Property to a
successor in interest or assignee prior to such date, then, on or before the
transfer of its interest in the Property, Purchaser shall (i) expressly obligate
such a successor in interest or assignee to be bound by the provisions of this Section
4.4.1, and (ii) deliver written notice of such transfer to Seller, and
thereafter Seller shall make the deliveries specified above to Purchaser’s
successor in interest or assignee.  Seller’s
Reconciliation Statement shall be final and
binding for purposes of this Agreement. 
Any amount due Seller (in the event Seller’s Actual Tenant
Reimbursements are less than Seller’s Actual Tenant Reimbursable Expenses) or
Purchaser (in the event Seller’s Actual Tenant Reimbursements are more than
Seller’s Actual Tenant Reimbursable Expenses), as the case may be, shall be
paid by Purchaser to Seller or by Seller to Purchaser, as the case may be,
within thirty (30) days after delivery of Seller’s Reconciliation Statement to Purchaser. If Purchaser is paid any such
amount, Purchaser thereafter shall be obligated to promptly remit the
applicable portion to the particular tenants entitled thereto.  Purchaser shall indemnify, defend, and hold
Seller, its manager, its constituent members or partners, and such parties’
respective managers, members, partners, directors, trustees, officers,
employees, and agents, and each of them, harmless from and against any losses,
claims, damages, and liabilities, including, without limitation, reasonable
attorneys’ fees and expenses incurred in connection therewith, arising out of
or resulting from Purchaser’s failure to remit any amounts actually received
from Seller to tenants in accordance with the provisions hereof. With respect
to each item of Seller’s Actual Reimbursable Expense that is being prorated
pursuant to this Section 4.4.1 and Sections 4.7, Seller will make
available to Purchaser during regular business hours Seller’s records relating
to such items for inspection or audit by Purchaser or its representatives.



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4.4.2        For
Prior Calendar Years.  Seller shall
be responsible for the reconciliation with tenants of Tenant Reimbursements and
Tenant Reimbursable Expenses for any calendar year prior to that in which the
Closing occurs.  If the amount of Tenant
Reimbursements collected by Seller for such prior years is less than the amount
of Tenant Reimbursable Expenses paid by Seller for such period (or less than
the amount which Seller is entitled to recover under the terms of the Leases),
then Seller shall be entitled to bill such tenants directly and retain any such
amounts due from tenants.  If the amount
of Tenant Reimbursements collected by Seller for such prior calendar year
exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect
to such period (or the amount which Seller is entitled to recover under the
terms of the Leases), then, to the extent required under the terms of the
Leases, Seller shall remit such excess amounts to the applicable tenants.  In connection with the foregoing, Seller
shall be permitted to make and retain copies of all Leases and all billings
concerning Tenant Reimbursements for such prior years, and Purchaser covenants
and agrees to provide Seller with reasonable access to the books and records
pertaining to such Tenant Reimbursements, and to otherwise cooperate with
Seller (at no cost to Purchaser) for the purpose of enabling Seller to
adequately respond to any claim by tenants for reimbursement of Tenant
Reimbursements previously paid by such tenants.


4.5           Reservation
of Rights to Contest. 
Notwithstanding anything to the contrary contained in this Agreement,
Seller reserves the right to meet with governmental officials and to contest
any reassessment or assessment of the Property or any portion thereof and to
attempt to obtain a refund for any taxes previously paid; provided that Seller
notifies Purchaser in advance of filing any protest and claim for reassessment
and, to the extent that such contest may set or establish any assessment or
reassessment applicable to the Property after Closing, Purchaser shall be
permitted to appear and take such action as Purchaser deems necessary to
protect its interests. Seller shall retain all rights with respect to any
refund of taxes applicable to any period prior to the Closing Date and shall
remit any refund of taxes received by Seller attributable to any period after
the Closing Date to Purchaser.


4.6           Transaction
Costs.  Except as otherwise
specifically set forth in this Agreement, Seller and Purchaser shall equally divide
the cost of any escrow fees and any recording fees or similar charges and
Purchaser shall pay the cost of any endorsements to the title insurance policy
(including for extended coverage). Seller shall pay the cost of (i) the Survey,
(ii) any transfer tax fees, (iii) any fees associates with the assignment of
all assignable warranties and guaranties 
(express or implied) issued to Seller in connection with the
Improvements or the Personal Property, and (iv) the base title insurance
premium (whether or not the closing occurs). Seller and Purchaser shall be
responsible for the fees of their respective attorneys.


4.7           Reprorations.  Notwithstanding anything contained herein to
the contrary, all reprorations contemplated by this Agreement shall be
completed within one (1) year of Closing (subject to extension solely as
necessary due to the unavailability of final



 9
 






 



information, but in no event to exceed two
(2) years after Closing).  The provisions
of this Section 4.7 shall survive the Closing.


4.8           Leasing
Commissions.  Pursuant to that
certain Amended and Restated Brokerage Agreement effective January 1, 2003, by
and between EOP of Georgia, L.L.C., a Delaware limited liability company (“EOPGMC”), and Property Manager (the “Brokerage 
Agreement”),  EOPGMC
solicits tenants and negotiates leases for the Property.  For any Protected Tenant (as  hereinafter defined)  who enters into a Lease, Lease renewal,
Lease  extension, or Lease expansion with
Purchaser within three (3) months after the Closing Date, Purchaser hereby
agrees to pay EOPGMC a commission calculated 
in  accordance with Schedule 4.8
attached hereto. Seller shall deliver to Purchaser a list of Protected Tenants
prior to the Effective Date and an updated list on or before the Closing Date.
As  used 
herein,  “Protected  Tenant” 
shall  mean any tenant (existing
or proposed) with whom Seller, EOPGMC, or any employee or affiliate thereof,
has engaged in material and substantial 
negotiations, as evidenced in writing by a  written letter of intent accepted by both
Seller and the Proposed  Tenant,  an 
exchange  of  draft documents, or other comparable
indicia  that the Protected Tenant is
likely to enter into a Lease renewal, Lease 
extension, Lease expansion, or a new Lease, as applicable. For each
Protected  Tenant, EOPGMC agrees to
perform those acts and duties after Closing as Purchaser shall request and as
are customarily performed by leasing agents for properties comparable to the
Property for similar leasing 
transactions in the market in which the Property is located. The
provisions of this Section 4.8 shall survive the Closing.


5.             CASUALTY
LOSS AND CONDEMNATION.  If, prior to
Closing, the Property, or any part thereof shall be condemned, destroyed, or
damaged by fire or other casualty, Seller shall promptly so notify
Purchaser.  In the event of a Material
Loss (as hereinafter defined), Seller and Purchaser each shall have the option
to terminate this Agreement by giving notice to the other party within fifteen
(15) days of the other party’s request that the option be exercised (but no
later than the Closing).  If the
condemnation, destruction or damage does not result in a Material Loss, then
Seller and Purchaser shall consummate the transaction contemplated by this
Agreement notwithstanding such condemnation, destruction or damage.  If the transaction contemplated by this
Agreement is consummated, then (i) Purchaser shall be entitled to receive any
condemnation proceeds or proceeds of insurance under any policy(ies) of
insurance applicable to the destruction or damage of the Property, (ii)
Purchaser shall receive a credit against the Purchase Price equal to the amount
of any deductible, self-insurance, or co-payment amount under the policy(ies) of
insurance applicable to the destruction or damage, and (iii) Seller shall, at
Closing, execute and deliver to Purchaser all customary proofs of loss, an
assignment of all of Seller’s right, title and interest in and to any claims
Seller may have under any such insurance policies and other similar items.  If either party elects to terminate this
Agreement in accordance with this Section 5, the Earnest Money shall be
returned to Purchaser and this Agreement shall, without further action of the
parties, become null and void and neither party shall have any further rights
or obligations under this Agreement except as otherwise provided for in this
Agreement.  For purposes of this Section
5, a “Material Loss” means condemnation,
damage or destruction that is reasonably estimated to cost or be valued at (as
the case may be) more than Five Million and No/100 Dollars ($5,000,000.00) as to the
Property or any portion thereof.



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6.             BROKERAGE.  Seller agrees to pay upon Closing (but not
otherwise) a brokerage commission due to Cushman and Wakefield for services
rendered in connection with the sale and purchase of the Property.  Seller and Purchaser shall each indemnify and
hold the other harmless from and against any and all claims of all other
brokers and finders claiming by, through or under the indemnifying party and in
any way related to the sale and purchase of the Property, this Agreement or
otherwise, including, without limitation, attorneys’ fees and expenses incurred
by the indemnified party in connection with such claim.


7.             DEFAULT
AND REMEDIES.


7.1           Purchaser’s
Remedies.  Notwithstanding anything
to the contrary contained in this Agreement, if Closing does not occur due to a
Seller default, then, as Purchaser’s sole and exclusive remedy hereunder and at
Purchaser’s option, either (a) the Earnest Money shall be returned to
Purchaser, in which event this Agreement shall be null and void, and neither
party shall have any rights or obligations under this Agreement, or
(b) upon notice to Seller not more than ten (10) days after Purchaser
becomes aware of such failure, and provided an action is filed within thirty
(30) days thereafter, Purchaser may seek specific performance of this
Agreement, but not damages; provided, however, if Seller’s willful or
intentional breach of this Agreement (and Seller’s conveyance of the Property
to a third party prior to the termination of this Agreement shall be deemed a
willful or intentional breach of this Agreement) is such that specific
performance is no longer available as a judicial remedy, then Purchaser may
seek any and all other remedies at law or in equity.  Purchaser’s failure to seek specific
performance as aforesaid shall constitute its election to proceed under clause
(a) above.


7.2           Seller’s
Remedies.  Purchaser and Seller acknowledge
that it would be extremely impractical and difficult to ascertain the actual
damages which would be suffered by Seller if Purchaser fails to consummate the
purchase and sale contemplated herein for any reason other than Seller’s
default hereunder in any material respect or the failure of condition precedent
to Purchaser’s obligation to close hereunder. 
Purchaser and Seller have considered carefully the loss to Seller
occasioned by taking the Property off the market as a consequence of the
negotiation and execution of this Agreement, the expenses of Seller incurred in
connection with the preparation of this Agreement and Seller’s performance
hereunder, and the other damages, general and special, which Purchaser and
Seller realize and recognize Seller will sustain but which Seller cannot at
this time calculate with absolute certainty. 
Based on all those considerations, Purchaser and Seller have agreed that
the damage to Seller in such event would reasonably be expected to be equal to
the sum of the Earnest Money. 
Accordingly, if Purchaser fails to consummate the purchase of the
Property in accordance with the terms of this Agreement, then Seller shall have
the right, as its sole and exclusive remedy, to retain the Earnest Money as
full and complete liquidated damages.


7.3           Post-Closing
Remedies.  After Closing, Seller and
Purchaser shall, subject to the terms and conditions of this Agreement, have
such rights and remedies as are available at law or in equity, except that
neither Seller nor Purchaser shall be entitled to recover from the other
consequential or special damages.



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8.             CONDITIONS
PRECEDENT.


8.1           Intentionally
Deleted.


8.2           Estoppel
Certificates.  As a condition
precedent to Purchaser’s obligation to close hereunder, Purchaser shall have
received no later than three (3) business days prior to the Closing Date (the “Estoppel Return Date”) estoppel
certificates dated no more than forty-five (45) days prior to the originally
scheduled Closing Date (the “Estoppel
Certificates”) from (i) each of Docucorp, Piedmont Healthcare, BT
Americas, Mann Bracken and Project Time & Cost (the “Major Tenants”) and (ii) tenants occupying
not less than seventy-five percent (75%) of the rentable space actually leased
as of the Effective Date pursuant to valid and existing Leases (inclusive of
the Major Tenants and excluding license agreements) (collectively, the “Required Tenants”) (the Estoppel
Certificates to be delivered are collectively referred to as the “Required Estoppel Certificates”). Prior to
distributing the estoppel certificates to the tenants, Seller shall submit such
estoppel certificates to Purchaser solely for Purchaser’s review of the
accuracy of the information inserted by Seller into such estoppel certificates.
If Purchaser fails to comment on any of the information inserted into the
estoppels certificates prior to the date that is three (3) business days after
receipt by Purchaser of such estoppel certificates, then Purchaser shall be
deemed to have no comments to such estoppel certificates and Seller shall
distribute such estoppel certificates to the tenants for execution. The
Estoppel Certificates delivered to the tenants for execution shall be in the
form of Exhibit L
attached hereto (the “Form Tenant Estoppel
Certificate”).  The Estoppel
Certificates executed by tenants shall be in substantially the form of the Form
Tenant Estoppel Certificate or such other form as is reasonably approved by
Purchaser; provided, however, that an Estoppel Certificate executed by a tenant
shall not be deemed an unacceptable Estoppel Certificate for purposes of this Section 8.2
if it (a) contains the qualification by the tenant of any statement as being to
its knowledge or as being subject to any similar qualification, or (b) does not
contain any more information than that which the tenant is required to give in
any such certificate pursuant to its Lease or is not certified to any parties
to whom such certificate is not required to be certified pursuant to its Lease
or is in the form required by such tenant’s Lease.  In the event Seller is unable to provide to
Purchaser the Estoppel Certificates for the Required Tenants on or before the
Estoppel Return Date, Seller may, at its option, elect to execute and deliver
to Purchaser certificates (individually, a “Seller
Estoppel Certificate,” and, collectively, the “Seller Estoppel Certificates”),
substantially in the same form as the certificate attached hereto as Exhibit M (the “Form Seller Estoppel Certificate”),
covering the particular tenants necessary so that Purchaser shall be deemed to
have received, on the Estoppel Return Date, Estoppel Certificates and Seller
Estoppel Certificates with respect to the Required Tenants. In the event that
Seller elects to deliver such Seller Estoppel Certificates, each statement
therein shall survive for a period terminating on the earlier to occur of (i)
the date on which Purchaser has received an executed Estoppel Certificate
signed by the tenant under the Lease in question, or (ii) one hundred eighty
(180) days from the Closing Date.  If Purchaser
receives an estoppel certificate that contains some but not all of the matters
set forth in the Estoppel Certificate (a “Partial
Certificate”) and Seller provides a Seller Estoppel Certificate for
such tenant, then the Seller Estoppel Certificate may omit matters contained in
the Partial Certificate. In the event that Seller



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does not provide to Purchaser either the
Estoppel Certificates or Seller Estoppel Certificates for the Required Tenants,
either party may, by written notice to the other party given on the Closing
Date, extend the Closing Date for fourteen (14) days to allow Seller time to
obtain additional Estoppel Certificates. If either party fails to deliver such
written notice as described in the preceding sentence, Purchaser shall be deemed
to have waived the condition contained in this Section 8.2. If
either party elects to extend the Closing Date pursuant to this Section 8.2
and Seller does not provide to Purchaser either the Estoppel Certificates or
Seller Estoppel Certificates for the Required Tenants on or before the
expiration of the fourteen (14) day extension period, then Purchaser shall, by
written notice to Seller given on the date that is the last day of such
extended fourteen (14) day period, either (A) elect not to purchase the Property,
in which event the Earnest Money shall be returned to Purchaser, at which time
this Agreement shall terminate and become null and void and neither party shall
have any further rights or obligations under this Agreement, except for those
which expressly survive termination of this Agreement, or (B) elect to purchase
the Property notwithstanding Seller’s inability to provide the Required
Estoppel Certificates, in which event Purchaser shall be deemed to have waived
the condition contained in this Section 8.2. If Purchaser fails to
deliver such written notice as described in the preceding sentence, Purchaser
shall be deemed to have elected item (A) above. If any Estoppel Certificate
contains statements confirming any of Seller’s representations or warranties
set forth herein or in a Seller Estoppel Certificate, then Seller shall be
deemed not to have made such representations or warranties as to such Lease.  If
any Estoppel Certificate or Seller Estoppel Certificate contains statements or
allegations that a default or potential default exists on the part of Seller
under the Lease in question or contains information inconsistent with any
representations of Seller contained in this Agreement or in a Seller Estoppel
Certificate and Purchaser elects to close the purchase and sale transaction
contemplated herein notwithstanding the existence of such statements,
allegations or information, then such Estoppel Certificates and/or Seller
Estoppel Certificates shall be deemed acceptable for purposes of this Section
8.2, notwithstanding the existence of such allegations, statements or
information, and Seller shall have no liability to Purchaser hereunder with
respect to the existence of such allegations, statements or information.
Notwithstanding the foregoing, Seller shall not have the right to execute and
deliver Seller Estoppel Certificates to Purchaser in lieu of Estoppel
Certificates from any of the Major Tenants.


8.3           Accuracy
of Seller’s Representations and Warranties. 
As a condition precedent to Purchaser’s obligation to close hereunder,
each of Seller’s representations and warranties set forth in Section 9.1
shall be materially true and correct as of the Closing, as modified by any
Pre-Closing Disclosures (as defined in Section 9.2).  Notwithstanding the foregoing, if Seller
makes a material Pre-Closing Disclosure to Purchaser (excluding any Pre-Closing
Disclosures that result from actions taken by Seller that are permitted under Section
9.3 or otherwise under this Agreement), Purchaser shall have the right to
terminate this Agreement and receive the return of the Earnest Money by
delivering written notice thereof to Seller on or before the earlier of the
Closing, or the fifth (5th)
business day after Purchaser receives written notice of such Pre-Closing Disclosure,
in which event this Agreement shall terminate and be of no further force or
effect, except as may expressly survive termination hereof.  If Purchaser does not terminate this
Agreement pursuant to its rights under this Section 8.3, then such



 13
 






 



representations and warranties shall be
deemed modified to conform them to the Pre-Closing Disclosure. Nothing in this Section
8.3 shall limit Purchaser’s right to terminate this Agreement as otherwise
expressly provided in this Agreement.


8.4           Title
Insurance.  As a condition precedent
to Purchaser’s obligation to close hereunder, Title Insurer shall be prepared,
subject only to the payment of the applicable premium, to issue to Purchaser an
Owner’s Policy of Title Insurance insuring title to the Property as vested in
Purchaser subject only to the Permitted Exceptions; provided, however, that
Purchaser shall be obligated to satisfy all requirements for such issuance
reasonably imposed by Title Insurer.


8.5           Board
Approval.  As a condition precedent
to Seller’s obligation to close hereunder, the Board of Trustees, Executive
Committee of the Board of Trustees, or another committee of Equity Office
Properties Trust (an affiliate of Seller) shall have approved the transactions
contemplated herein (“Board Approval”).  In the event Seller notifies Purchaser in
writing by the Closing Date that such approval has not been obtained, this
Agreement shall be null and void and neither party shall have any further
rights or obligations under this Agreement except (i) those that expressly
survive a termination of this Agreement as provided herein, and
(ii) Seller shall return and/or cause to be returned to Purchaser the
Earnest Money, in which event Seller shall have no further obligation to
Purchaser, and this Agreement shall terminate and be of no further force or
effect except as to those provisions that expressly survive termination.
Notwithstanding the foregoing, if Seller notifies Purchaser after the Effective
Date but before the Closing Date that such Board Approval has not been
obtained, Seller will reimburse Purchaser for its reasonable, documented and
actual out-of-pocket due diligence costs (including reasonable attorney’s fees)
in an amount not to exceed One Hundred Thousand and No/100 Dollars
($100,000.00).


8.6           Declaration.  Prior to or on the Closing Date, Seller shall
execute and cause the Title Company to record in the appropriate county, the
Declaration of Covenants, Conditions, Restrictions and Easements in
substantially the form attached hereto and incorporated herein as Exhibit R (the “Declaration”).


8.7           Subdivision.  As a condition precedent to Seller’s
obligation to close hereunder, Seller shall have completed the subdivision of
the larger tract, of which the Real Property is a part, and shall have obtained
the approval of said subdivision by all applicable governmental authorities.
Seller agrees to use commercially reasonable efforts to proceed in good faith
to complete the subdivision and to obtain all required approvals. In the event
Seller notifies Purchaser in writing at least five (5) days prior to the
Closing Date that such subdivision has not been completed and/or that the
approvals thereof have not been obtained (“Seller’s
Subdivision Notice”), either Party shall have the right to extend
the Closing Date for an additional period of up to sixty (60) days (the “Subdivision Extension Period”) to allow
Seller additional time to complete the subdivision and/or obtain the approvals
by giving the other party written notice of its election to extend the Closing
Date within two (2) business days after receipt of Seller’s Subdivision Notice
(the “Extension Notice”).  If either: (i) Seller does not elect to
extend the Closing Date pursuant to this Section 8.7 and Purchaser fails
to deliver the Extension



 14
 






 



Notice within such two (2) business day
period, or (ii) the Subdivision Extension Period expires without the
subdivision having been completed and/or approvals received, this Agreement
shall be null and void and neither party shall have any further rights or
obligations under this Agreement except (i) those that expressly survive a
termination of this Agreement as provided herein, and (ii) Seller shall
return and/or cause to be returned to Purchaser the Earnest Money, in which
event Seller shall have no further obligation to Purchaser, and this Agreement
shall terminate and be of no further force or effect except as to those
provisions that expressly survive termination.


8.8           Intentionally
Deleted.


8.9           Master
Lease.  At Closing, Seller and
Purchaser shall enter into a master lease agreement in substantially the form
attached hereto and incorporated herein as Exhibit
S (the “Master Lease”).  At Closing, in connection with Seller’s rent
payments under the Master Lease, Seller shall deposit $1,390,000.00 of the
proceeds from the sale of the Property into an escrow account with Escrow Agent
pursuant to the terms and conditions of the Holdback Agreement attached hereto
and incorporated herein as Exhibit T
(the “Holdback Agreement”).  At Closing, the parties shall execute and
deposit with the Escrow Agent the Holdback Agreement.


9.             REPRESENTATIONS,
WARRANTIES AND COVENANTS.


9.1           Seller’s
Representations and Warranties. 
Subject to Section 9.5, Seller hereby represents and
warrants to Purchaser as to the following matters, as of the date of this
Agreement:


9.1.1        Organization
and Authority.  Seller is duly
organized and in good standing under the laws of the state of its
organization.  Subject to obtaining Board
Approval, Seller has the power and authority under its organizational documents
to sell, transfer, convey and deliver the Property to be sold and purchased
hereunder, and all action and approvals required thereunder have been duly
taken and obtained.


9.1.2        No
Conflict.  Subject to obtaining Board
Approval, the execution and delivery of this Agreement, the consummation of the
transactions provided for herein and the fulfillment of the terms hereof will
not result in a breach of any of the terms or provisions of, or constitute a
default under, any provision of Seller’s respective organizational documents.


9.1.3        Condemnation.  Seller has not received from any governmental
authority any written notice of any condemnation of the Property or any part
thereof.


9.1.4        Litigation.  Except as set forth on Exhibit N attached hereto, Seller
has not been served with any material litigation which is still pending against
Seller with respect to its ownership or operation of the Property.



 15
 






 



9.1.5        Delivery
of Written Materials.  (i) All Leases
and Service Contracts which Seller has delivered or shall deliver to Purchaser
pursuant to this Agreement are and shall be complete copies of the same in
Seller’s possession in all material respects, (ii) to Seller’s Knowledge, and
except as set forth in the Estoppel Certificates, each of the Leases listed on
the list of Leases attached hereto as Exhibit
O is in full force and effect in all material respects according
to the terms set forth therein, (iii) to Seller’s Knowledge, the list of
Service Contracts attached hereto as Exhibit
C  is true, correct and complete as of the Effective Date,
(iv) the list of Leases attached hereto as Exhibit O  is true, correct and complete as of the
Effective Date, (v) the Leases listed on the list of Leases attached
hereto as Exhibit O have
not been amended or altered, in writing or otherwise except as set forth on Exhibit O, (vi) to Seller’s Knowledge,
no tenant under any of the Leases is in default under its Lease in any material
respect (beyond any applicable grace or cure period), and there are no rent
delinquencies of more than thirty (30) days, and (vii) to Seller’s Knowledge,
no tenant has provided to Landlord a letter of credit securing such tenant’s
obligations under its Lease.


9.1.6        Brokerage
Agreements.  To Seller’s Knowledge,
there are no leasing brokerage agreements, leasing commission agreements or
other agreements providing for the payment of any amount for leasing activities
with respect to the Property except as set forth in Leases or on Exhibit P.


9.1.7        Environmental.  To Seller’s Knowledge, except as disclosed in
the environmental reports listed on Exhibit
Q, there have been no releases of hazardous substances or
hazardous materials on the Property in violation of applicable environmental
laws.


9.1.8        Condition
of the Property.  Within the one (1)
year period prior to the date of this Agreement, Seller has not received
written notice from any governmental authority having jurisdiction over the
property of any violation of any applicable law, rule, regulation or code of
any such governmental authority, which has not been cured or remedied.


9.1.9        No
Employees.  There are no persons now
employed by Seller, an affiliate of Seller, or a property manager of the
Property who Purchaser will be obligated to hire or retain at or after Closing.


9.1.10      Certificates
of Occupancy.  Seller has not
received written notice of any actual cancellation or suspension, or pending
proceedings to cancel or suspend, any certificates of occupancy for any portion
of the Real Property.


9.1.11      No
Bankruptcy  Seller has not
(a) made a general assignment for the benefit of creditors, (b) filed
any voluntary petition in bankruptcy or suffered the filing of any involuntary
petition by Seller’s creditors, (c) suffered the appointment of a receiver
to take possession of all, or substantially all, of Seller’s assets,
(d) suffered the attachment or other judicial seizure of all, or
substantially



 16
 






 



all, of Seller’s assets, (e) admitted in
writing its inability to pay its debts as they come due, or (f) made an
offer of settlement, extension or composition to its creditors generally.


9.1.12      Executive
Order.


(a)           Seller
is in compliance with the requirements of Executive Order No. 13224, 66 Fed.
Reg. 49079 (Sept. 23, 2001) (the “Order”)
and other similar requirements contained in the rules and regulations of the
office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or
other Executive Orders or regulations in respect thereof (the Order and such
other rules, regulations, legislation, or orders are collectively called the “Orders”).


(b)           Neither
Seller nor any beneficial owner of Seller:


(i)            is
listed on the Specially Designated Nationals and Blocked Persons List
maintained by OFAC pursuant to the Order and/or on any other list of terrorists
or terrorist organizations maintained pursuant to any of the rules and
regulations of OFAC or pursuant to any other applicable Orders (such lists are
collectively referred to as the “Lists”);


(ii)           is
a person who has been determined by competent authority to be subject to the
prohibitions contained in the Orders; or


(iii)          is
owned or controlled by, or acts for or on behalf of, any person on the Lists or
any other person who has been determined by competent authority to be subject
to the prohibitions contained in the Orders.


(c)           Seller
hereby covenants and agrees that if Seller obtains knowledge that Seller or any
of its beneficial owners becomes listed on the Lists or is indicted, arraigned,
or custodially detained on charges involving money laundering or predicate
crimes to money laundering, Seller shall immediately notify Purchaser in
writing, and in such event, Purchaser shall have the right to terminate this
Contract without penalty or liability to Seller immediately upon delivery of
written notice thereof to Seller.  In
such event the Earnest Money shall be returned to Purchaser.


The terms “Governmental Authority” and “Governmental Authorities” mean the United
States of America, the State, the county and city where the Property is
located, and any other political subdivision in which the Property is located
or that exercises jurisdiction over the Property, and any agency, department,
commission, board, bureau, property owners association, utility district, flood
control district, improvement district, or similar district, or other instrumentality
of any of them.


When used in this
Agreement, the term “Seller’s Knowledge”
shall mean and be limited to the actual (and not constructive) knowledge of
Megan McCann,



 17
 






 



Vice President –
Investments, with primary responsibility for the disposition of the Property,
Donald Huffner, Senior Vice President – Atlanta Region, with primary
operational responsibility for all real estate assets (including the Property)
owned or controlled by EOP Operating Limited Partnership in the Atlanta region,
and John Sullivan, Vice-President, Atlanta region, in each case without inquiry
or any imputed or constructive knowledge.


9.2           Representations
Remade.  As of Closing, Seller shall
be deemed to remake and restate the representations set forth in Section 9.1,
except that the representations shall be updated by delivering written notice
to Purchaser in order to reflect any fact, matter or circumstance which Seller’s
representatives become aware of that would make any of Seller’s representations
or warranties contained herein untrue or incorrect (any such disclosure being
referred to as a “Pre-Closing Disclosure”).


9.3           Covenants.  Seller hereby covenants and agrees with
Purchaser as to the following matters.


9.3.1        New
Leases.  For purposes of this
Agreement, any Lease entered into after February 27, 2006 and any modification,
amendment, restatement or renewal of any existing Lease entered into after such
date, shall be referred to as a “New Lease”.  Following the Effective Date, Seller shall
not enter into any New Lease (other than an amendment, restatement,
modification or renewal of any existing Lease pursuant to a right granted the
tenant under such existing Lease) without Purchaser’s prior written consent,
which will not be unreasonably withheld or delayed.  If Purchaser does not respond in writing to
Seller’s request for approval or disapproval of a New Lease within five (5)
business days after Purchaser’s receipt of Seller’s request, Purchaser shall be
conclusively deemed to have approved of such New Lease.


9.3.2        Service
Contracts.  After the Effective Date,
Seller shall not enter into any new Service Contracts, or cancel, materially
modify or renew any existing Service Contracts, without the prior written
consent of Purchaser, which consent shall not be unreasonably withheld or
delayed, unless such new Service Contracts are cancelable by Seller upon thirty
(30) days’ notice without penalty or the payment of a termination fee.  If Purchaser fails to respond to Seller’s
request for consent with respect to any such action within five (5) business
days after receipt of Seller’s request, such consent shall be deemed
given.  Upon the written request of
Purchaser delivered prior to 5:00 p.m. (CST) on March 17, 2006, Seller shall
deliver to vendors under Service Contracts specified by Purchaser, on or before
the Closing Date, notices of termination of such Service Contracts terminating
such Service Contracts in accordance with the terms thereof at no cost to
Seller (it being understood and agreed that such Service Contracts shall remain
in full force and effect with respect to the Property if the termination does
not occur on the Closing Date, and that Purchaser shall assume the obligations
of Seller thereunder in accordance with the terms of this Agreement, from the
Closing Date until such date as such termination is effectuated in accordance
with the terms of the applicable Service Contracts); provided that Seller shall
cooperate



 18
 






 



with Purchaser in good faith to effectuate
the termination of such Service Contracts as soon as practicable after Closing,
and provided that those contracts designated as “National” or “Regional”
service contracts on Exhibit C
shall not be assigned to Purchaser.


9.3.3        Operations.  After the Effective Date, Seller shall
operate the Property in the normal course of Seller’s business and maintain the
Property in the same condition as of the date of this Agreement, ordinary wear
and tear excepted, and subject to Section 5 and Section 8.7.  Notwithstanding anything in the preceding
sentence to the contrary, in no event shall Seller be required to make any
capital repairs, replacements or improvements to the Property except as may be
required by the Leases. None of the Tangible Personal Property shall be removed
from the Property, unless replaced by personal property of equal or greater
utility and value.


9.3.4        Other
Agreements.  After the Effective
Date, and except as required by law or by any of the Permitted Exceptions or as
otherwise permitted under this Agreement, Seller shall not become party to
agreements granting an easement, right-of-way or license on, under or about the
Property, or granting an encumbrance on the Property that shall survive the
Closing, and Seller shall not become party to any agreements granting
easements, rights-of-way or licenses in favor of the Property or otherwise
encumber, or grant interests in, the Property.


9.3.5        Notice
of Litigation.  Seller shall promptly
advise Purchaser of any written notice of litigation received by Seller that
will materially and negatively affect the ownership or operation of the
Property.


9.3.6        Purchaser’s
Audit.  Purchaser has advised Seller
that Purchaser must cause Purchaser has advised Seller that Purchaser must
cause to be prepared audited financial statements for the calendar year 2005
and the partial calendar year 2006 (from January 1 up to the Closing Date) (the
“Covered Audit Period”) in respect to the Property in compliance with certain
laws and regulations, including without limitation, Securities and Exchange
Commission Regulation S, X and Rule 3-14. 
Seller agrees to use reasonable efforts to cooperate with Purchaser’s
auditors in the preparation of such audited financial statements (it being
understood and agreed that the foregoing covenant shall survive Closing).
Without limiting the generality of the preceding sentence, (i) Seller shall
during normal business hours and upon Purchaser’s prior written request allow
Purchaser’s auditors reasonable access to such books and records maintained by
Seller (and Seller’s manager of the Property) in respect to the Property and
pertaining to the Covered Audit Period as necessary to prepare such audited
financial statements; (ii) Seller shall use reasonable efforts to provide to
Purchaser such existing financial information as is reasonably requested by
Purchaser and required for Purchaser’s auditors to prepare audited financial
statements, and  (iii) to the extent
under Seller’s employ and control, Seller will upon Purchaser’s written request
make available for interview by Buyer and Buyer’s auditors the manager of the
Property or other agents or representatives of Seller responsible



 19
 






 



for the day-to-day operation of the Property
and the keeping of the books and records in respect of the operation of the
Property.  Notwithstanding anything
contained in this Section 9.3.6 to the contrary, in no event shall Seller be
obligated to (i) make and/or obtain from Seller (or an affiliate of Seller or
any of Seller’s or its affiliates’ auditors) any representations or
certificates regarding such financial information, or (ii) disclose any
confidential or non-public financial information with respect to any affiliate
of Seller or any property of any such affiliate.


If Seller fails to
perform any of the covenants contained in this Section 9.3 hereof and
either Purchaser receives written notice thereof from Seller pursuant to the
notice provisions hereof prior to Closing or Purchaser shall have actual
knowledge of a default by Seller under this Section 9.3 prior to
Closing, Purchaser shall have the rights and remedies available to Purchaser
under Section 7.1 hereof, and if Purchaser elects to close and
consummate the transaction contemplated by this Agreement in lieu of exercising
its rights and remedies under Section 7.1 hereof, then such default by
Seller shall be deemed to be waived by Purchaser at the Closing, and to the
extent such default by Seller is the entering into by Seller of New Lease(s),
new Service Contracts or any other agreements in violation of Section 9.3.1,
Section 9.3.2, or Section 9.3.4 hereof, Purchaser shall at
Closing accept an assignment of Seller’s rights thereunder and assume the
obligations of Seller thereunder arising or accruing after the Closing Date.


9.4           Purchaser’s
Representations and Warranties. 
Subject to Section 9.5, Purchaser represents and warrants that:


9.4.1        ERISA.  Purchaser’s rights under this Agreement, the
assets it shall use to acquire the Property and, upon its acquisition by
Purchaser, the Property itself, do not and shall not constitute plan assets
within the meaning of 29 C.F.R. §2510.3-101 as of the Closing.


9.4.2        Organization
and Authority.  Purchaser is duly
organized and in good standing under the laws of the state of its
organization.  Purchaser has the power
and authority under its organizational documents to perform its obligations
hereunder, and all action and approvals required thereunder have been duly
taken and obtained.


9.4.3        No
Conflict.  The execution and delivery
of this Agreement, the consummation of the transactions provided for herein and
the fulfillment of the terms hereof will not result in a breach of any of the
terms or provisions of, or constitute a default under, any provision of
Purchaser’s organizational documents.


9.4.4        No
Bankruptcy  Purchaser has not
(a) made a general assignment for the benefit of creditors, (b) filed
any voluntary petition in bankruptcy or suffered the filing of any involuntary
petition by Purchaser’s creditors, (c) suffered the appointment of a
receiver to take possession of all, or substantially all, of Purchaser’s
assets, (d) suffered the attachment or other judicial seizure of all, or
substantially all, of Purchaser’s assets, (e) admitted in



 20














 


writing its inability to pay its debts as
they come due, or (f) made an offer of settlement, extension or
composition to its creditors generally.


9.4.5        Executive
Order.


(a)           Purchaser
is in compliance with the requirements of Executive Order No. 13224, 66 Fed.
Reg. 49079 (Sept. 23, 2001) (the “Order”)
and other similar requirements contained in the rules and regulations of the
office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or
other Executive Orders or regulations in respect thereof (the Order and such
other rules, regulations, legislation, or orders are collectively called the “Orders”).


(b)           Neither
Purchaser nor any beneficial owner of Purchaser:


(i)            is
listed on the Specially Designated Nationals and Blocked Persons List
maintained by OFAC pursuant to the Order and/or on any other list of terrorists
or terrorist organizations maintained pursuant to any of the rules and
regulations of OFAC or pursuant to any other applicable Orders (such lists are
collectively referred to as the “Lists”);


(ii)           is
a person who has been determined by competent authority to be subject to the
prohibitions contained in the Orders; or


(iii)          is
owned or controlled by, or acts for or on behalf of, any person on the Lists or
any other person who has been determined by competent authority to be subject
to the prohibitions contained in the Orders.


(c)           Purchaser
hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser
or any of its beneficial owners becomes listed on the Lists or is indicted,
arraigned, or custodially detained on charges involving money laundering or
predicate crimes to money laundering, Purchaser shall immediately notify Seller
in writing, and in such event, Seller shall have the right to terminate this
Contract without penalty or liability to Purchaser immediately upon delivery of
written notice thereof to Purchaser.  In
such event the Earnest Money shall be returned to Purchaser.


The terms “Governmental Authority”
and “Governmental Authorities” mean the
United States of America, the State, the county and city where the Property is
located, and any other political subdivision in which the Property is located
or that exercises jurisdiction over the Property, and any agency, department,
commission, board, bureau, property owners association, utility district, flood
control district, improvement district, or similar district, or other
instrumentality of any of them.


9.5           Survival.  Purchaser’s right to enforce the
representations and warranties set forth in Section 9.1, subject to
modifications thereto as a result of any Pre-Closing



 21
 






 



Disclosure, shall
survive the Closing, but only as to claims that Purchaser (i) delivers
written notice of to Seller within one (1) year after Closing (or such shorter
period of time to the extent Purchaser receives an Estoppel Certificate which
obviates any or all of Seller’s representations and/or warranties with respect
to any Lease in accordance with Section 8.2) and (ii) brings suit
thereon within thirty (30) days after the expiration of such three hundred
sixty (360) day period, and not otherwise. 
Seller’s right to enforce the representations and warranties set forth
in Section 9.4 shall survive the Closing, provided Subsections 9.4.2
and 9.4.3 shall only survive the Closing as to claims of which Seller
notifies Purchaser in writing within one (1) year after Closing, and not
otherwise.


10.           LIMITATION
OF LIABILITY.  Notwithstanding
anything to the contrary contained herein, if the Closing shall have occurred
(and Purchaser shall not have waived, relinquished or released any applicable
rights in further limitation), then (i) the aggregate liability of Seller
arising pursuant to or in connection with the representations, warranties,
indemnifications, covenants or other obligations (whether express or implied)
of Seller under this Agreement (or any document executed or delivered in
connection herewith) shall not exceed Three Million Dollars ($3,000,000.00) in
the aggregate (the “Liability Limitation”)
and (ii) no claim by Purchaser alleging a breach by Seller of any
representation, warranty, indemnification, covenant or other obligation of
Seller contained herein (or in any document executed or delivered in connection
herewith) may be made, and Seller shall not be liable for any judgment in any
action based upon any such claim, unless and until such claim, either alone or
together with any other claims by Purchaser against Seller alleging a breach by
Seller of any representation, warranty, indemnification, covenant or other obligation
of Seller contained herein (or in any document executed or delivered in
connection herewith), is for an aggregate amount in excess of One Hundred Fifty
Thousand Dollars ($150,000.00) (the “Floor Amount”),
in which event Seller’s liability respecting any final judgment concerning such
claim or claims shall be for the entire amount thereof, subject to the
limitation set forth in clause (i); provided, however, that if any such final
judgment is for an amount that is less than or equal to the Floor Amount, then
Seller shall have no liability with respect thereto.  No constituent partner or member in or agent
of Seller, nor any advisor, trustee, director, officer, member, partner,
employee, beneficiary, shareholder, participant, representative or agent of any
entity that is or becomes a constituent partner or member in Seller or an agent
of Seller (including, but not limited to, EOP Operating Limited Partnership,
Equity Office Properties Trust, and Equity Office Management, L.L.C.) (“Seller’s Affiliates”) shall have any personal liability,
directly or indirectly, under or in connection with this Agreement or any
agreement made or entered into under or pursuant to the provisions of this
Agreement, or any amendment or amendments to any of the foregoing made at any
time or times, heretofore or hereafter, and Purchaser and its successors and
assigns and, without limitation, all other persons and entities, shall look
solely to Seller’s assets for the payment of any claim or for any performance,
and Purchaser, on behalf of itself and its successors and assigns, hereby
waives any and all such personal liability Notwithstanding anything to the
contrary contained in this Agreement, neither the negative capital account of
any constituent partner or member in Seller, nor any obligation of any
constituent partner or member in any entity owning an interest (directly or
indirectly) in Seller to restore a negative capital account or to contribute
capital to Seller (or any entity owning an interest, directly or indirectly, in
any other constituent partner or member of Seller), shall at any time be deemed
to be the property or an asset of Seller or any such other partner or member
(and neither Purchaser nor any of its successors or assigns shall have any
right to collect, enforce or proceed against or with respect to any such
negative capital account of such party’s obligations to restore or



 22
 






 



contribute). 
The provisions of this Section 10 shall survive the Closing
and any termination of this Agreement.


11.           MISCELLANEOUS.


11.1         Entire
Agreement.  All understandings and
agreements heretofore had between Seller and Purchaser with respect to the
Property are merged in this Agreement, which alone fully and completely
expresses the agreement of the parties. 
Purchaser acknowledges that it has inspected or will inspect the
Property and that it accepts the same in its “as is” condition subject to use,
ordinary wear and tear and natural deterioration.  Purchaser further acknowledges that, except
as expressly provided in this Agreement, neither Seller nor any agent or
representative of Seller has made, and Seller is not liable for or bound in any
manner by, any express or implied warranties, guaranties, promises, statements,
inducements, representations or information pertaining to the Property.


11.2         Assignment.  Except as provided in Section 11.12,
neither this Agreement nor any interest hereunder shall be assigned or
transferred by Purchaser without Seller’s consent; provided, however, that no
such consent shall be required with respect to Purchaser’s assignment to an
entity that (i) is wholly owned, directly or indirectly, by Purchaser,
(ii) any partnership in which Purchaser or an affiliate of Purchaser is the
general partner; (iii) any fund or entity sponsored by Purchaser; or
(iv) such assignee delivers, on or before the date that is three (3)
business days before the Closing Date, to Seller a duly executed assumption of
all of the duties and obligations of Purchaser by the proposed assignee
(including an express statement of the assumption of the representations and
warranties in Section 9.4.5); and provided further that upon any
such assignment permitted hereunder, Purchaser shall remain liable to Seller
for the performance of the obligations of “Purchaser” hereunder.  Seller may assign or otherwise transfer its
interest under this Agreement to an affiliate of Seller or EOP Operating
Limited Partnership.  As used in this
Agreement, the term “Seller” shall be deemed to include any assignee or other
transferee of any Seller.  Upon any such
transfer by a Seller, such Seller shall be relieved of any subsequently
accruing liability under this Agreement. 
Subject to the foregoing, this Agreement shall inure to the benefit of
and shall be binding upon Seller and Purchaser and their respective successors
and assigns.


11.3         Modifications.  This Agreement shall not be modified or
amended except in a written document signed by Seller and Purchaser.


11.4         Time
of Essence.  Time is of the essence
of this Agreement.  In the computation of
any period of time provided for in this Agreement or by law, the day of the act
or event from which the period of time runs shall be excluded, and the last day
of such period shall be included, unless it is a Saturday, Sunday, or legal
holiday, in which case the period shall be deemed to run until the end of the
next day which is not a Saturday, Sunday, or legal holiday.


11.5         Governing
Law.  This Agreement shall be
governed and interpreted in accordance with the laws of the state in which the
Property is located.



 23
 






 



11.6         Notices.  All notices, requests, demands, or other
communications required or permitted under this Agreement (collectively, “Notices”) shall be in writing and delivered
(a) personally, (b) by certified mail, return receipt requested and postage
prepaid, (c) by facsimile transmission with written evidence confirming
receipt, or (d) by overnight courier (such as UPS, FedEx, or Emory) to the
addresses set forth in this Section 11.6.  All notices given in accordance with the
terms hereof shall be deemed given when received or upon refusal of
delivery.  Either party hereto may change
the address for receiving notices, requests, demands, or other communication by
notice sent in accordance with the terms of this Section 11.6.


	
  If to Seller:

  	
  GA-PACES, L.L.C.

  
	
   

  	
  % Equity Office
  Management, L.L.C.

  
	
   

  	
  Two North
  Riverside Plaza

  
	
   

  	
  Suite 2100

  
	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
  Attention:

  	
  Megan McCann

  
	
   

  	
  Telephone:

  	
  312/466-3455

  
	
   

  	
  Facsimile:

  	
  312/930-8487

  
	
   

  	
   

  
	
  with a copy to:

  	
  GA-Paces, L.L.C.

  
	
   

  	
  % Equity Office
  Management, L.L.C.

  
	
   

  	
  Two North
  Riverside Plaza

  
	
   

  	
  Suite 2100

  
	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
  Attention:

  	
  Alec L. Rubenstein, Esq.

  
	
   

  	
  Telephone:

  	
  312/466-3569

  
	
   

  	
  Facsimile:

  	
  312/279-9882

  
	
   

  	
   

  
	
  and to:

  	
  DLA Piper Rudnick Gray Cary US LLP

  
	
   

  	
  203 North LaSalle
  Street

  
	
   

  	
  Suite 1900

  
	
   

  	
  Chicago,
  Illinois 60601

  
	
   

  	
  Attention:

  	
  Ross Green, Esq.

  
	
   

  	
  Telephone:

  	
  312/368-2132

  
	
   

  	
  Facsimile:

  	
  312/630-5307

  
	
   

  	
   

  
	
  If to Purchaser:

  	
  Harvard Property Trust, LLC

  
	
   

  	
  15601 Dallas
  Parkway, Suite 600

  
	
   

  	
  Addison, Texas
  75001

  
	
   

  	
  Attention:

  	
  Jon Dooley

  
	
   

  	
  Telephone:

  	
  214/655-1600

  
	
   

  	
  Facsimile:

  	
  214/655-1610

  
	
   

  	
   

  
	
  with a copy to:

  	
  Powell & Coleman, L.L.P.

  
	
   

  	
  8080 North
  Central Expressway, Suite 1380

  
	
   

  	
  Dallas, Texas
  75206

  
	
   

  	
  Attention:

  	
  Lester Baum, Esq.

  
	
   

  	
  Telephone:

  	
  214/890-7117

  
	
   

  	
  Facsimile:

  	
  214/373-8768

  



 



 24
 






 



11.7         “AS IS” SALE.  ACKNOWLEDGING THE PRIOR USE OF THE PROPERTY
AND PURCHASER’S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES, SUBJECT
TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1, TO TAKE
THE PROPERTY “AS-IS,” “WHERE-IS,” AND WITH ALL FAULTS AND CONDITIONS THEREON.
ANY INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS (COLLECTIVELY, THE “DISCLOSURES”)
PROVIDED OR MADE TO PURCHASER OR ITS CONSTITUENTS BY SELLER OR ANY OF SELLER’S
AFFILIATES CONCERNING THE CONDITION OF THE PROPERTY SHALL NOT BE
REPRESENTATIONS OR WARRANTIES.  PURCHASER
SHALL NOT RELY ON SUCH DISCLOSURES, BUT RATHER, PURCHASER SHALL RELY ONLY ON
ITS OWN INSPECTION OF THE PROPERTY. 
PURCHASER ACKNOWLEDGES AND AGREES THAT,
SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION
9.1, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE
NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES
AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY
THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS
OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; OR (F) ANY OTHER
MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S.
ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS
SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION
AND LIABILITY ACT OF 1980 (“CERCLA”), AS AMENDED, AND REGULATIONS PROMULGATED
THEREUNDER.  PURCHASER, ITS SUCCESSORS
AND ASSIGNS, HEREBY WAIVE, RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY
COST RECOVERY ACTION OR CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST
SELLER OR SELLER’S AFFILIATES BASED ON (A) ANY FEDERAL, STATE, OR LOCAL
ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY
STATE



 25
 






 



EQUIVALENT, OR ANY
SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY DISCHARGE, DISPOSAL,
RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL WHATSOEVER, ON, AT, TO, OR
FROM THE PROPERTY, OR (C) ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON, UNDER, OR
IN THE VICINITY OF THE PROPERTY.  THE PROVISIONS OF THIS SECTION 11.7
SHALL SURVIVE THE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.


PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS
CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF
AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR
CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES
ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON
ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES
WITH RESPECT THERETO.  UPON CLOSING,
PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED
TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY
NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON
CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND
SELLER’S AFFILIATES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES,
COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY AND EVERY KIND OR
CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR
ALLEGED AGAINST SELLER (AND SELLER’S AFFILIATES) AT ANY TIME BY REASON OF OR
ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL
CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS,
OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.


11.8         Trial
by Jury; Rescission.  In any lawsuit
or other proceeding initiated by either party under or with respect to this
Agreement, each of Seller and Purchaser waives any right it may have to a trial
by jury.  Also, Purchaser waives any
right to seek rescission of the transaction provided for in this Agreement.


11.9         Confidentiality.  Except as may be required by law, without the
prior written consent of Seller, and unless the Closing occurs, Purchaser shall
not: (i) disclose to any third party the existence of this Agreement, any term
or condition thereof, or the results of any inspections or studies undertaken
in connection herewith; (ii) make any public pronouncements or issue any press
releases (subject to the terms of Section 11.13); or (iii) otherwise
furnish the Information (as hereinafter defined), any information



 26
 






 



regarding this Agreement, or the transactions
contemplated hereby to any third party; provided, however, that the foregoing
shall not be construed to prevent Purchaser from making (without the consent
of, but upon notice to, the other party) any disclosure required by any
applicable law or regulation or judicial process. In addition, the foregoing
restriction shall not apply (a) to the extent that such information has been
disclosed publicly prior to the date of this Agreement or is disclosed publicly
after the date of this Agreement without a breach of this Agreement by
Purchaser or Purchaser’s Representatives; (b) to the extent as may be
recommended by Purchaser’s legal counsel in order to comply with all financial
reporting, securities laws and other legal requirements applicable to Purchaser,
including any required disclosures to the Securities and Exchange Commission
and any required disclosures to the IRS of the tax treatment and tax structures
of this transaction; and (c) where such information is already known to
Purchaser or any of Purchaser’s Representatives before delivery of such
information by Seller, or becomes available to Purchaser or Purchaser’s
Representatives from a source other than Seller so long as such source was not
subject to any prohibition against transmitting the information to Purchaser or
Purchaser’s Representatives. For purposes hereof, “Information” shall mean and shall be deemed to include,
without limitation, the following written or oral information provided by or on
behalf of Seller to Purchaser, its agents, advisors, employees,
representatives, consultants or lenders (collectively, “Purchaser’s Representatives”) either prior
to or following the Effective Date: (i) all documentation and/or
information described in or relating to Section 1 of this Agreement, including,
without limitation, Leases, Tangible Personal Property, Service Contracts, and all other information regarding the operation, ownership,
maintenance, management, or occupancy of the Property; (ii) the Survey;
and (iii) any reports, tests, or studies (together with the results of such
studies and tests obtained or provided by, or on behalf of, Seller).


Notwithstanding the foregoing, Seller’s delivery and
Purchaser’s use of the Information are subject to the following terms:
Purchaser shall (i) accept and hold all Information in strict confidence in
accordance with the terms of this Agreement; (ii) not copy, reproduce,
distribute or disclose the Information to any third party other than Purchaser’s
Representatives, except as permitted in the preceding paragraph; (iii) not use
the Information for any purpose other than in connection with the transactions
contemplated hereunder; and (iv) not use the Information in any manner
detrimental to Seller or the Property.  Purchaser
agrees to transmit the Information only to those Purchaser’s Representatives
who are actively and directly participating in the evaluation of the
acquisition of the Property, who are informed of and who have agreed to comply
with the terms of this Section 11.9 of this Agreement and who are
instructed not to make use of the Information in a manner inconsistent
herewith.  Purchaser shall be responsible
for any breach of the terms of this Agreement by Purchaser’ Representatives or
any other person to whom the Information is communicated. Purchaser agrees to
indemnify, defend and hold Seller, its members, officers, directors,
shareholders, partners, employees, beneficiaries, trustees, agents and
representatives harmless against all losses, claims, suits, damages and
liabilities resulting from Purchaser’s breach of this Section 11.9, as
well as any breach thereof by Purchaser’s Representatives, which
indemnification shall survive the Closing or termination of this Agreement.



 27
 






 



11.10       Reports.  If for any reason Purchaser does not
consummate the Closing, then Purchaser shall, upon Seller’s written request and
payment of one half of the cost thereof, assign and transfer (to the extent
assignable) to Seller all of its right, title and interest in and to any and
all studies, reports, surveys and other information, data and/or documents
relating to the Property or any part thereof prepared by or at the request of
Purchaser, its employees and agents, and shall deliver to Seller copies of all
of the foregoing.


11.11       Reporting
Person.  Seller and Purchaser hereby
designate Escrow Agent to act as and perform the duties and obligations of the “reporting
person” with respect to the transaction contemplated by this Agreement for
purposes of 26 C.F.R. Section 1.6045-4(e)(5) relating to the requirements
for information reporting on real estate transactions closed on or after
January 1, 1991.  In this regard, Seller
and Purchaser each agree to execute at Closing, and to cause Escrow Agent to
execute at Closing, a Designation Agreement, designating Escrow Agent as the
reporting person with respect to the transaction contemplated by this
Agreement.


11.12       Section 1031 Exchange.  Either party may structure the disposition or
acquisition of the Property, as the case may be, as a like-kind exchange under
Internal Revenue Code Section 1031 at the exchanging party’s sole cost and
expense.  The other party shall
reasonably cooperate therein, provided that such other party shall incur no
material costs, expenses or liabilities in connection with the exchanging party’s
exchange.  If either party uses a
qualified intermediary to effectuate an exchange, any assignment of the rights
or obligations of such party hereunder shall not relieve, release or absolve
such party of its obligations to the other party.  The exchanging party shall indemnify, defend
and hold harmless the other party from all liability in connection with the
indemnifying party’s exchange, and the indemnified party shall not be required
to take title to or contract for the purchase of any other property.  The provisions of this Section 11.12
shall survive the Closing.


11.13       Press
Releases.  Notwithstanding anything
to the contrary contained herein, upon or after the Closing, Seller and
Purchaser may each issue a press release disclosing the sale of the Property
(including the identity of the parties, a description of the Property, the
Purchase Price (but no other economic terms), and the Closing Date), but
otherwise the parties hereto shall not issue any press releases with respect to
the transactions contemplated hereby or consummated in accordance with the
terms hereof except upon the mutual agreement of the parties as to the form and
content of such press release (with consent not to be unreasonably withheld,
conditioned, or delayed by either party). 
Notwithstanding anything to the contrary contained herein, Seller may
also make disclosures in accordance with, or as required by, the disclosure
requirements applicable to Equity Office Properties Trust (the “Trust”), which is an indirect parent of
Seller, or its affiliates, due to the Trust’s status as a publicly-held company
listed on the New York Stock Exchange or any other securities exchange (an “Exchange”) (including, but not limited to,
any disclosures in accordance with, or as required by, the rules of, or any
listing agreement with, an Exchange).



 28
 






 



11.14       Counterparts.  This Agreement may be executed in any number
of identical counterparts, any or all of which may contain the signatures of
less than all of the parties, and all of which shall be construed together as
but a single instrument.


11.15       Construction.  This Agreement shall not be construed more
strictly against Seller merely by virtue of the fact that the same has been
prepared by Seller or its counsel, it being recognized both of the parties
hereto have contributed substantially and materially to the preparation of this
Agreement.


11.16       Attorneys’
Fees.  In the event of litigation
between the parties with respect to this Agreement or the transaction
contemplated hereby, the prevailing party therein shall be entitled to recover
from the losing party all of its costs of enforcement and litigation,
including, but not limited to, its reasonable attorneys’ and paralegal fees,
witness fees, court reporters’ fees and other costs of suit.


[signature
page follows next]



 29
 






 



IN WITNESS WHEREOF, the parties
have caused this Agreement to be signed by their duly authorized
representatives as of the date first above written.


	
  SELLER:

  	
  GA-PACES, L.L.C., a Delaware
  limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C.,
  a

  
	
   

  	
   

  	
  Delaware limited liability company, its non-

  
	
   

  	
   

  	
  member manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASER:

  	
  HARVARD PROPERTY TRUST, LLC, a

  
	
   

  	
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 



 30
 






 



LIST OF
SCHEDULES AND EXHIBITS


Schedule 4.8    Leasing
Commissions


	
  A

  	
  Legal Description

  
	
  B

  	
  List of Tangible Personal Property

  
	
  C

  	
  List of Service Contracts

  
	
  D

  	
  Escrow Agreement

  
	
  E

  	
  Permitted Exceptions

  
	
  F

  	
  Exceptions to Deed

  
	
  G

  	
  Bill of Sale and Assignment

  
	
  H

  	
  Notice to Tenants

  
	
  I

  	
  Notice to Vendors

  
	
  J

  	
  Non-Foreign Affidavit

  
	
  K

  	
  Tenant Inducements

  
	
  L

  	
  Form Tenant Estoppel Certificate

  
	
  M

  	
  Form Seller Estoppel Certificate

  
	
  N

  	
  Litigation Matters

  
	
  O

  	
  List of Leases

  
	
  P

  	
  List of Brokerage Agreements and Leasing Commission
  Agreements

  
	
  Q

  	
  List of Environmental Reports

  
	
  R

  	
  Declaration

  
	
  S

  	
  Master Lease

  
	
  T

  	
  Holdback Agreement

  



 



 31














 


SCHEDULE
4.8


LEASING
COMMISSIONS

One Paces West and Two Paces West, Atlanta, Georgia


ONE
PACES WEST


NONE.


TWO
PACES WEST


NONE.



 S4.8-1














 


EXHIBIT A


LEGAL
DESCRIPTION

One Paces West and Two Paces West, Atlanta, Georgia


LEGAL DESCRIPTION


 


ALL THAT TRACT OR PARCEL
OF LAND LYING AND BEING IN LAND LOT 895 OF THE 17TH DISTRICT AND 2ND SECTION OF COBB COUNTY, GEORGIA AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:


BEGINNING AT A 1⁄2 INCH
REBAR SET AT THE INTERSECTION FORMED BY THE INTERSECTION BY THE NORTHERLY RIGHT
OF WAY OF PACES FERRY ROAD (R/W VARIES) AND THE WEST LINE OF LAND LOT 885;
THENCE NORTH 03 DEGREES 34 MINUTES 25 SECONDS EAST A DISTANCE OF 568.74 FEET TO
A 1⁄2 INCH REBAR SET; THENCE NORTH 89 DEGREES 35 MINUTES 27 SECONDS EAST A
DISTANCE OF 561.35 FEET TO A 1⁄2 INCH REBAR SET; THENCE SOUTH 00 DEGREES 31
MINUTES 05 SECONDS EAST A DISTANCE OF 282.88 FEET TO A POINT; THENCE SOUTH 89
DEGREES 31 MINUTES 49 SECONDS EAST A DISTANCE OF 9.99 FEET TO A POINT; THENCE
SOUTH 00 DEGREES 22 MINUTES 54 SECONDS EAST A DISTANCE OF 62.64 FEET TO A POINT;
THENCE SOUTH 53 DEGREES 04 MINUTES 25 SECONDS EAST A DISTANCE OF 181.66 FEET TO
A 1⁄2 INCH REBAR SET; THENCE SOUTH 03 DEGREES 03 MINUTES 51 SECONDS EAST A
DISTANCE OF 134.96 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY OF PACES FERRY
ROAD (R/W VARIES); THENCE ALONG THE NORTHERLY RIGHT OF WAY OF PACES FERRY ROAD
SOUTH 87 DEGREES 00 MINUTES 07 SECONDS WEST A DISTANCE OF 78.81 FEET TO A 1⁄2
INCH REBAR SET; THENCE CONTINUING ALONG SAID RIGHT OF WAY SOUTH 85 DEGREES 57
MINUTES 25 SECONDS WEST A DISTANCE OF 127.40 FEET TO A 1⁄2 INCH REBAR SET; THENCE
LEAVING SAID RIGHT OF WAY AND RUNNING NORTH 12 DEGREES 13 MINUTES 17 SECONDS
WEST A DISTANCE OF 178.56 FEET TO A 3¤4 INCH OPEN TOP
PIPE FOUND; THENCE NORTH 52 DEGREES 53 MINUTES 41 SECONDS WEST A DISTANCE OF
123.74 FEET TO A 3¤4 INCH
OPEN TOP PIPE FOUND; THENCE SOUTH 77 DEGREES 49 MINUTES 30 SECONDS WEST A
DISTANCE OF 50.01 FEET TO A 1⁄2 INCH REBAR SET; THENCE SOUTH 12 DEGREES 47
MINUTES 41 SECONDS EAST A DISTANCE OF 58.58 FEET TO A 1⁄2 INCH REBAR FOUND;
THENCE SOUTH 01 DEGREES 38 MINUTES 46 SECONDS EAST A DISTANCE OF 173.22 FEET TO
A 1⁄2 INCH REBAR SET ON THE NORTHERLY RIGHT OF WAY OF PACES FERRY ROAD (R/W
VARIES); THENCE ALONG SAID RIGHT OF WAY AND FOLLOWING THE ARC OF A CURVE TO THE
RIGHT A DISTANCE OF 294.01 FEET, SAID ARC HAVING A RADIUS OF 1517.58 FEET AND
BEING SUBTENDED BY A CHORD BEARING OF NORTH 85 DEGREES 04 MINUTES 15 SECONDS
WEST AND CORD DISTANCE OF 293.55 FEET TO A 1⁄2 INCH REBAR SET, THENCE CONTINUING
ALONG SAID RIGHT OF WAY NORTH 79 DEGREES 33 MINUTES 14 SECONDS WEST A DISTANCE
OF 86.50 FEET TO A 1⁄2 INCH REBAR SET AT THE INTERSECTION OF SAID NORTHERLY RIGHT
OF WAY AND THE WESTERLY LINE OF LAND LOT 885 AND THE POINT OF BEGINNING.


SAID TRACT OR PARCEL
CONTAINING 7.949 ACRES OF LAND.



 A-1-1














 


EXHIBIT B


LIST OF
TANGIBLE PERSONAL PROPERTY

One Paces West and Two Paces West, Atlanta, Georgia


	
  NUMBER:

  	
   

  	
  ITEM
  DESCRIPTION:

  	
   

  	
  AREA:

  



 


	
  1

  	
   

  	
  Table Lamp - Green Oriental Design

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Round End Table

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Small Loveseat - Gray and two pillows

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Picture in Black Frame of Paces West

  	
   

  	
  Reception

  
	
  2

  	
   

  	
  Pictures in Metal Frames of Paces West

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Built-in Reception Desk/Counter - Pink

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Typing Table - Wood

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Brass Plant Container with 7 ft. Corn Tree Plant

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Gray upholstered - office chair - on rollers and has
  arms

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Plastic Floor Mat under chair

  	
   

  	
  Reception

  
	
  2

  	
   

  	
  3-Drawer File Cabinets under counter - Black

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Dell Monitor - Security System

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Keyboard for Security System

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Impaq - Micro CPU unit - Security System

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  APC Back Ups CS 500

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Hewlett Packard Desk Top Printer for Security System

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Astron Base Unit for Radios

  	
   

  	
  Reception

  
	
  1

  	
   

  	
  Motorola CM300 Radio Unit for Paces West

  	
   

  	
  Reception

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Conference Table

  	
   

  	
  Conference Room

  
	
  6

  	
   

  	
  Conference room table chairs

  	
   

  	
  Conference Room

  
	
  1

  	
   

  	
  Large Wood Credenza with black marble top - 12’ 8”
  4-Doors

  	
   

  	
  Conference Room

  
	
  1

  	
   

  	
  Small Wood End Table

  	
   

  	
  Conference Room

  
	
  1

  	
   

  	
  Polycom Conference Phone Set Up - Phone and Wiring

  	
   

  	
  Conference Room

  
	
  2

  	
   

  	
  Pictures - a Set - Metal Frames Blue/Gray Abstract

  	
   

  	
  Conference Room

  
	
  1

  	
   

  	
  Black Vase with large flora display

  	
   

  	
  Conference Room

  
	
  1

  	
   

  	
  Floor Plan Board - 5th Floor

  	
   

  	
  Conference Room

  



 


	
  NUMBER:

  	
   

  	
  ITEM
  DESCRIPTION:

  	
   

  	
  AREA:

  



 


	
  1

  	
   

  	
  Desk - Dark Wood

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Bookcase - Dark Wood - 4 shelves

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Credenza - 4-drawer - Dark Wood

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Radio - Hand Held and Charger

  	
   

  	
  First Office

  



 



 B-1
 






 



 


	
  1

  	
   

  	
  Gray - upholstered chair - rollers and has arms

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Plastic Floor Mat under chair

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Table unit with curved side corner - Dark Wood

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Monitor - 4-camera screen - for Security System

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  TimeLaspe VCR - for Security System

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  MV45 Multivision Processor - Tape Player for
  Security System

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Maroon upholstered chair with arms

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Gray striped chair with arms

  	
   

  	
  First Office

  
	
  2

  	
   

  	
  Quartet - Metal Sign Stands

  	
   

  	
  First Office

  
	
  1

  	
   

  	
  Picture - Abstract - Dark Wood Frame

  	
   

  	
  First Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  2-drawer Gray Filing Cabinet

  	
   

  	
  Area Behind Reception

  
	
  1

  	
   

  	
  Hewlett Packard Printer - 4050N

  	
   

  	
  Area Behind Reception

  
	
  2

  	
   

  	
  4-Drawer Tan Filing Cabinets

  	
   

  	
  Area Behind Reception

  
	
  1

  	
   

  	
  Letter Holder - 3-tier - Black

  	
   

  	
  Area Behind Reception

  
	
  1

  	
   

  	
  Fellows Paper Shredder - Black

  	
   

  	
  Area Behind Reception

  
	
  1

  	
   

  	
  Typing Table - Dark Wood

  	
   

  	
  Area Behind Reception

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Brass Plant Container with 5 ft. Tree

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Large Executive Desk - Dark Wood

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Tall-back Black Leather Executive Chair

  	
   

  	
  Dena Rodrigues Office

  
	
  2

  	
   

  	
  Gray Upholstered Guest Chairs

  	
   

  	
  Dena Rodrigues Office

  
	
  3

  	
   

  	
  Maroon Upholstered Guest Chairs

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Round Table with 4-footed pedestal - 48” round

  	
   

  	
  Dena Rodrigues Office

  
	
  2

  	
   

  	
  Tin Plant Holders with artificial plants

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Radio (Hand Held) and Charger

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Waste Basket - Black

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Bookcase - 3-shelves; 2-doors - Dark Wood

  	
   

  	
  Dena Rodrigues Office

  
	
  1

  	
   

  	
  Built-in Bookcase/Shelves/Drawers Unit - Dark Wood

  	
   

  	
  Dena Rodrigues Office

  



 


	
  NUMBER:

  	
   

  	
  ITEM
  DESCRIPTION:

  	
   

  	
  AREA:

  



 


	
  1

  	
   

  	
  Desk - Dark Wood

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Tall-back Leather Executive Chair - Black

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Credenza - Dark Wood

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  2

  	
   

  	
  Short Guest Chairs - Black Leather

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Bookcase - 3-shelves; 2-doors - Dark Wood

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Radio (Hand Held) and Charger

  	
   

  	
  Rebecca Armstrong’s Office

  



 



 B-2
 






 



 


	
  1

  	
   

  	
  Brass Plant Container with Tree Plant

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Picture

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  White Board with Markers

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Plastic Floor Mat - under chair

  	
   

  	
  Rebecca Armstrong’s Office

  
	
  1

  	
   

  	
  Cork Board

  	
   

  	
  Rebecca Armstrong’s Office

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  2-Door Filing Cabinet - Gray Metal

  	
   

  	
  Copy Room

  
	
  1

  	
   

  	
  Hewlett Packard Printer - 4000N

  	
   

  	
  Copy Room

  
	
  1

  	
   

  	
  4-Drawer Filing Cabinet - Tan Metal

  	
   

  	
  Copy Room

  
	
  1

  	
   

  	
  2-Shelf Stand on Roller Wheels - Dark Wood

  	
   

  	
  Copy Room

  
	
  1

  	
   

  	
  Fax Machine - Panafax UF-560

  	
   

  	
  Copy Room

  
	
  3

  	
   

  	
  Radios - Hand Held with Chargers

  	
   

  	
  Copy Room

  
	
  1

  	
   

  	
  Shelf - Blond Wood mounted by standards

  	
   

  	
  Copy Room

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Kitchen Table and 4 chairs - Set - Black Metal

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Refrigerator

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Dishwasher

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Black & Decker - Toast-R-Oven - White

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  GE - Microwave Oven - White

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Hot Water Heater - under sink

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Cork Board

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Picasso - Print in Black Frame

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Water Cooler

  	
   

  	
  Breakroom

  
	
  1

  	
   

  	
  Fire Extinguisher

  	
   

  	
  Breakroom

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Desk with left turn extension - Dark Wood

  	
   

  	
  Debbie Warren’s Office

  
	
  1

  	
   

  	
  2-Drawer Metal File Cabinet - Gray

  	
   

  	
  Debbie Warren’s Office

  
	
  4

  	
   

  	
  Maroon upholstered guest chairs with arms

  	
   

  	
  Debbie Warren’s Office

  
	
  1

  	
   

  	
  Tall Bookcase with 5 shelves - Dark Wood

  	
   

  	
  Debbie Warren’s Office

  
	
  1

  	
   

  	
  5-Drawer Filing Cabinet - Tan

  	
   

  	
  Debbie Warren’s Office

  
	
  1

  	
   

  	
  Tall-back Leather Executive Chair - Black

  	
   

  	
  Debbie Warren’s Office

  
	
  1

  	
   

  	
  Large Paper Cutter - Boston 2624

  	
   

  	
  Debbie Warren’s Office

  



 


	
  NUMBER:

  	
   

  	
  ITEM
  DESCRIPTION:

  	
   

  	
  AREA:

  



 


	
  1

  	
   

  	
  Maroon Upholstered Chair with arms

  	
   

  	
  Indented Area

  
	
  1

  	
   

  	
  Blue upholstered Desk Chair with Rollers and Arms

  	
   

  	
  Indented Area

  
	
  1

  	
   

  	
  Smith-Corona PWP 50D Personal Word Processor

  	
   

  	
  Indented Area

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Sharp 24” TV - Black - Control

  	
   

  	
  Supply Area

  



 



 B-3
 






 



 


	
  1

  	
   

  	
  Sharp VCR and Control

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Large - TV Cart - Black

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Tall Bookcase - 4 Shelves - Dark Wood

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  4-Drawer Tan Filing Cabinet - Metal

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Tripod - Paper Easel - Black

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Gold - upholstered Chair

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  2-Drawer Filing Cabinet - 36” - Dark Wood

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  3M 9200 Projector

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  ID - Badge - Camera

  	
   

  	
  Supply Area

  
	
  3

  	
   

  	
  Pictures - Rose Color Abstract - Black Plastic
  Frames

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Eldon Key Board

  	
   

  	
  Supply Area

  
	
  6

  	
   

  	
  Small Pictures - Various Subjects

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Picture - Abstract by Goldsmith - Dark Wood Frame

  	
   

  	
  Supply Area

  
	
  1

  	
   

  	
  Tall Double Bookcase - 4 shelves each - Dark Wood

  	
   

  	
  Supply Area

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  36” Blond Wood Shelf/Cart

  	
   

  	
  Server Room

  
	
  1

  	
   

  	
  Emergency Power Equipment

  	
   

  	
  Server Room

  
	
  1

  	
   

  	
  Muzak - equipment

  	
   

  	
  Server Room

  
	
  1

  	
   

  	
  Utility Cart - Wheels - Gray

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Desk - Dark Wood

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Credenza - Dark Wood

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  36” 2-Drawer File Cabinet - Dark Wood

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Tall Bookcase - 6 shelves - Dark Wood

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Tall Back - Executive Chair - Black Leather

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Set of Speakers for Computer

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Brass Container - Plant

  	
   

  	
  Security/Back Office

  
	
  2

  	
   

  	
  Guest Chairs - Maroon with Brass Studs - Arms

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  2-tier Letter “in box” holder - Metal - Black

  	
   

  	
  Security/Back Office

  
	
  2

  	
   

  	
  Wands - HHP - Dolphin - Readers for Security Rounds

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Wand Charger HHP - Dolphin

  	
   

  	
  Security/Back Office

  
	
  1

  	
   

  	
  Mike and Ear Phone Equipment - for telephone

  	
   

  	
  Security/Back Office

  



 


	
  NUMBER:

  	
   

  	
  ITEM
  DESCRIPTION:

  	
   

  	
  AREA:

  



 


	
  2

  	
   

  	
  Landice 8700 - Treadmill

  	
   

  	
  Health Club/Fitness Center

  
	
  2

  	
   

  	
  Landice L7 - Treadmill

  	
   

  	
  Health Club/Fitness Center

  
	
  2

  	
   

  	
  Landice L8 - Treadmill

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Aerobicycle - Bicycle

  	
   

  	
  Health Club/Fitness Center

  
	
  2

  	
   

  	
  Ross - Bicycles

  	
   

  	
  Health Club/Fitness Center

  



 



 B-4
 






 



 


	
  3

  	
   

  	
  Preference - Bicycles

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Precor 524 - Elliptical

  	
   

  	
  Health Club/Fitness Center

  
	
  2

  	
   

  	
  Gauntlet - Steppers

  	
   

  	
  Health Club/Fitness Center

  
	
  2

  	
   

  	
  Bodyguard - Steppers

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Deated Chest - pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Vert. Butterfly - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Shoulder Press - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Lat. - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Arm Curl - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Leg Ext. - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Leg Curl - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Low Back - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Multi Hip - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Crossover - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Leg Press - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Smith - Pinselect

  	
   

  	
  Health Club/Fitness Center

  
	
  1

  	
   

  	
  Chin/Dip - Pinselect

  	
   

  	
  Health Club/Fitness Center

  



 



 B-5














 


EXHIBIT C


LIST OF
SERVICE CONTRACTS

One Paces West and Two Paces West, Atlanta, Georgia


LOCAL SERVICE CONTRACTS:


	
  Category

  	
   

  	
  Service Contract Provider

  
	
  Access Control System

  	
   

  	
  Altec Systems, Inc.

  
	
  Sweeping of Garage

  	
   

  	
  PowerVac, Inc.

  
	
  Fire Alarm Monitoring

  	
   

  	
  Simplex

  
	
  Fitness Center Equipment Maintenance

  	
   

  	
  Exer-Tech Fitness Equipment Service and Repair

  
	
  Copier Equipment Lease (Management Office)

  	
   

  	
  Savin Credit Corporation

  
	
  Postage Machine Service Agreement (Management
  Office)

  	
   

  	
  Pitney Bowes

  



 


NATIONAL SERVICE CONTRACTS:

NONE.



 C-1














 


EXHIBIT D


ESCROW
AGREEMENT

One Paces West and Two Paces West, Atlanta, Georgia


ESCROW
AGREEMENT


COMMONWEALTH
LAND TITLE INSURANCE COMPANY


[NAME],
[CITY], [STATE]


NATIONAL
ACCOUNTS OFFICE, CHICAGO, ILLINOIS


	
  Refer To:

  	
   

  
	
   

  
	
  Phone No.

  	
   

  
	
   

  
	
  Fax No.

  	
   

  



 


STRICT JOINT ORDER
#1 ESCROW TRUST INSTRUCTIONS (EARNEST MONEY)


	
  ESCROW TRUST NO.:                 

  	
  DATE: March    , 2006

  
	
   

  	
   

  
	
  To:

  	
  Commonwealth Land Title Insurance Company, Escrow
  Trustee

  
	
   

  	
   

  
	
  Customer Identification:

  	
   

  
	
   

  	
   

  
	
  Seller:

  	
  GA-Paces, L.L.C.

  
	
   

  	
   

  
	
  Purchaser:

  	
  Harvard Property Trust, LLC

  
	
   

  	
   

  
	
  Project Reference:

  	
  One Paces West and Two Paces West, Atlanta, Georgia

  
	
  Deposits:

  	
  The sum of $4,000,000.00 is deposited by Purchaser.

  
			



 


Delivery of Deposits:


The above-referenced escrow trust deposits, together
with any and all other deposits hereafter deposited with escrow trustee in
connection with the above-referenced escrow (collectively, “deposits”) are deposited with the escrow trustee to be
delivered by it only upon the receipt of a joint order of the undersigned or
their respective legal representatives of assigns.


In no case shall the above-mentioned deposits be
surrendered except as described above or in obedience to the court order
described below.


Billing Instructions:


Escrow trust fee will be zero.



 D-1
 






 



PLEASE NOTE: 
The escrow trust fee for these joint order escrow trust instructions is due and
payable on the closing date of this transaction.  Commonwealth Land Title Insurance Company will waive the escrow trust fee for
these joint order escrow instructions in the event the funds on deposit herein
are transferred to or disbursed in connection with the sale escrow trust
instructions or an agency closing transaction established at Commonwealth Land
Title Insurance Company.


Investment:


Deposits made pursuant to these instructions may be
invested on behalf of any party or parties hereto; provided that any direction
to escrow trustee for such investment shall be expressed in writing, and also
provided that escrow trustee is in receipt of the taxpayer’s identification
number and investment forms as required.  Escrow trustee will, upon
request, furnish information concerning its procedures and fee schedules for
investment.  All interest accrued on the investment of the deposits shall be
credited against the Purchase Price payable to Seller on the Closing Date.


In the event the escrow trustee is requested to invest
deposits hereunder, Commonwealth Land Title Insurance Company is not to be held
responsible for any loss of principal or interest which may be incurred as a
result of making the investments or redeeming said investment for the purposes
of these escrow trust instructions.


Commingle:


Except as to deposits of funds for which escrow
trustee has received express written direction concerning investment or other
handling, the parties hereto agree that the escrow trustee shall be under no
duty to invest or reinvest any deposits at any time held by it hereunder; and,
further, that escrow trustee may commingle such deposits with other deposits or
with its own funds in the manner provided for the administration of funds under
Section 2.8 of the Corporate Fiduciary Act (205 ILCS 620/2-8) and
may use any part or all such funds for its own benefit without obligation to
any party for interest or earnings derived thereby, if any.  Provided,
however, nothing herein shall diminish escrow trustee’s obligation to apply the
full amount of the deposits in accordance with the terms of these escrow
instructions.


In the event the escrow trustee is requested to invest
deposits hereunder, Commonwealth Land Title Insurance Company is not to be held
responsible for any loss of principal or interest which may be incurred as a
result of making the investments or redeeming said investment for the purposes
of these escrow trust instructions.


Compliance With Court
Order:


The undersigned authorize and direct the escrow
trustee to disregard any and all notices, warnings or demands given or made by
the undersigned (other than jointly) or by any other person.  The said
undersigned also hereby authorize and direct the escrow trustee to accept,
comply with, and obey any and all writs, orders, judgments or decrees entered
or issued by any court with or without jurisdiction; and in case the said
escrow trustee obeys or complies with any such writ, order, judgment or decree
of any court, it shall not be liable to any of the parties hereto or any other
person, by reason of such compliance, notwithstanding any such writ, order,
judgment or decree be entered without jurisdiction or be subsequently reversed,
modified,



 D-2
 






 



annulled, set aside or vacated.  In case the
escrow trustee is made a party defendant to any suit or proceedings regarding
this escrow trust, the undersigned, for themselves, their heirs, personal
representatives, successors, and assigns, jointly and severally, agree to pay
to said escrow trustee, upon written demand, all costs, reasonable attorney’s
fees, and expenses incurred with respect thereto.  The escrow trustee
shall have a lien on the deposit(s) herein for any and all such costs, fees and
expenses.  If said costs, fees and expenses are not paid, then the escrow
trustee shall have the right to reimburse itself out of the said deposit(s).


Execution:


These escrow trust instructions are governed by and
are to be construed under the laws of the state of Illinois.  The escrow
trust instructions, amendments or supplemental instructions hereto, may be
executed in counterparts, each of which shall be deemed an original and all
such counterparts together shall constitute one and the same instrument.


	
  SELLER:

  	
  GA-PACES, L.L.C., a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C.,
  a Delaware limited

  
	
   

  	
   

  	
  liability company, its non-member manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PURCHASER:

  	
  HARVARD PROPERTY TRUST, LLC, a
  Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  ESCROW AGENT:

  	
  COMMONWEALTH LAND TITLE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
													



 



 D-3














 


EXHIBIT E


PERMITTED
EXCEPTIONS

One Paces West and Two Paces West, Atlanta, Georgia


ONE PACES WEST


1.                                       Acts
of Purchaser, and those claiming by, through and under Purchaser.


2.                                       General
and special taxes and assessments not yet due and payable.


3.                                       Rights
of tenants in possession, as tenants only, under the Leases as listed in the
Title Policy.


4.                                       Zoning,
building and other governmental and quasi-governmental laws, codes and
regulations.


5.                                       Water
rights, claims or title to water.


6.                                       Encroachments,
overlaps, boundary line disputes, or other matters which would be disclosed by
an accurate survey or inspection of the Property (to be limited to specific
items disclosed on the Survey, if any).


7.                                       [All
other exceptions approved in accordance with the provisions of Section 3]


 


TWO PACES WEST


1.                                       Acts
of Purchaser, and those claiming by, through and under Purchaser.


2.                                       General
and special taxes and assessments not yet due and payable.


3.                                       Rights
of tenants in possession, as tenants only, under the Leases as listed in the Title
Policy.


4.                                       Zoning,
building and other governmental and quasi-governmental laws, codes and
regulations.


5.                                       Water
rights, claims or title to water.


6.                                       Encroachments,
overlaps, boundary line disputes, or other matters which would be disclosed by
an accurate survey or inspection of the Property (to be limited to specific
items disclosed on the Survey, if any).


7.                                       [All
other exceptions approved in accordance with the provisions of Section 3]



 E-1














 


EXHIBIT F


EXCEPTIONS
TO THE DEED OF CONVEYANCE

One Paces West and Two Paces West, Atlanta, Georgia


ONE PACES WEST


1.                                       Acts
of Purchaser, and those claiming by, through and under Purchaser.


2.                                       General
and special taxes and assessments not yet due and payable.


3.                                       Rights
of tenants in possession, as tenants only, under unrecorded leases listed in
the Title Policy.


4.                                       Zoning,
building and other governmental and quasi-governmental laws, codes and
regulations.


5.                                       Covenants,
conditions, restrictions, and private or public utility easements of record.


6.                                       Encroachments,
overlaps, boundary line disputes, or other matters which are disclosed on the
Survey.


7.                                       Any
adverse claim to any portion of the Property which has been created by
artificial means or has accreted to any such portion so created and riparian
rights, if any.


8.                                       [All
other exceptions approved in accordance with the provisions of Section 3]


 


TWO PACES WEST


1.                                       Acts
of Purchaser, and those claiming by, through and under Purchaser.


2.                                       General
and special taxes and assessments not yet due and payable.


3.                                       Rights
of tenants in possession, as tenants only, under unrecorded leases listed in
the Title Policy.


4.                                       Zoning,
building and other governmental and quasi-governmental laws, codes and
regulations.


5.                                       Covenants,
conditions, restrictions, and private or public utility easements of record.


6.                                       Encroachments,
overlaps, boundary line disputes, or other matters which are disclosed on the
Survey.


7.                                       Any
adverse claim to any portion of the Property which has been created by
artificial means or has accreted to any such portion so created and riparian
rights, if any.



 F-1
 






 



8.                                       [All
other exceptions approved in accordance with the provisions of Section 3]



 F-2














 


EXHIBIT G


BILL OF
SALE AND ASSIGNMENT

One Paces West and Two Paces West, Atlanta, Georgia


This instrument is executed and
delivered to be effective as of                        ,
2006, by and between GA-PACES, L.L.C., a Delaware limited liability company
(“Seller”), and [PURCHASER] (“Purchaser”), covering the real property described in Exhibit A
attached hereto (“Real Property”),
commonly known as One paces West and Two Paces West.


1.             Sale
of Personal Property.  For good and
valuable consideration, Seller hereby sells, transfers, sets over and conveys
to Purchaser all of Seller’s right, title, and interest in and to (a) all
furniture, furnishings, fixtures, equipment and other tangible personal
property owned by Seller, located on the Real Property and used solely in
connection therewith but excluding any and all computer hardware and software
(the “Tangible Personal Property”), a list of which is attached hereto as Exhibit B,
and (b) to the extent transferable, (i) all approvals, warranties,
entitlements, the right to use the names “One Paces West” and “Two Paces West”
(it being acknowledged by Purchaser that Seller does not have exclusive rights
to use such names and that Seller has not registered the same in any manner),
all licenses and permits, and (ii) to the extent in Seller’s possession, all
blueprints, plans, specifications, maps and drawings, but only to the extent
that the same is now used in connection with the operation, ownership,
maintenance, management, or occupancy of the Real Property (and not to any
other property owned by Seller or its affiliates) and subject to any rights of
the preparers of such documents.


2.             Assignment
of Leases and Service Contracts.  For
good and valuable consideration, Seller hereby assigns, transfers, sets over
and conveys to Purchaser, to the extent applicable to the period from and after
the date hereof, (i) all of Seller’s right, title and interest in and to
the leases occupancy agreements and license agreements affecting the Property
or any part thereof (“Leases”) described
in Exhibit C attached hereto and the security deposits (“Security Deposits”) relating to the Real Property, and
(ii) the maintenance, service, leasing, brokerage, advertising and other
like contracts and agreements with respect to the ownership and operation for
the Property (excluding “National” or “Regional” service contracts) described
in Exhibit D attached hereto (the “Service Contracts”). 
Purchaser hereby accepts such assignment and hereby assumes and agrees
to be bound by and to perform, as of the date hereof, Seller’s obligations,
covenants and agreements under the Leases and Service Contracts, and Purchaser
further assumes all liability of Seller for the proper refund or return of the
Security Deposits if, when, and as required by the terms of the Leases or
otherwise by law.  In addition, Purchaser
agrees to pay all brokerage fees and leasing commissions payable from and after
the date hereof in connection with any of the Leases, including any fees or commissions
payable upon the renewal or extension of any of the Leases.


3.             Exclusions.  Notwithstanding the foregoing, Seller hereby
expressly excludes all property owned by tenants or other users or occupants of
the Property, all rights with respect to any refund of taxes applicable to any
period prior to the date hereof, all rights to any insurance proceeds or
settlements for events occurring prior to the date hereof, and all property
owned by Seller’s property manager.



 G-1
 






 



4.             Successors
and Assigns.  This instrument is
binding upon, and shall inure to the benefit of Seller and Purchaser and their
respective heirs, legal representatives, successors and assigns.


5.             Power
and Authority.  Each of Purchaser and
Seller represents and warrants to the other that it is fully empowered and
authorized to execute and deliver this instrument, and that the individual
signing this instrument on its behalf represents is fully empowered and
authorized to do so.


6.             Attorneys’
Fees.  If either Purchaser or Seller
or their respective successors or assigns file suit to enforce the obligations
of the other party under this instrument, the prevailing party shall be
entitled to recover the reasonable fees and expenses of its attorneys.


[signature
page follows next]



 G-2
 






 



IN WITNESS WHEREOF, the
undersigned have caused this instrument to be executed effective as of the date
written above.


	
  SELLER:

  	
  GA-PACES, L.L.C., a Delaware
  limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C.,
  a

  
	
   

  	
   

  	
  Delaware limited liability company, its non-

  
	
   

  	
   

  	
  member manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASER:

  	
   

  	
  a(n)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
												



 



 G-3














 


EXHIBIT H


NOTICE TO
TENANTS

One Paces West and Two Paces West, Atlanta, Georgia


                       ,
2006


Re:          Sale of [INSERT EITHER ONE PACES WEST OR TWO PACES WEST],
Atlanta, Georgia (the “Property”)


Dear Tenant:


This is to notify you that the Property has been sold
to [PURCHASER] and that                                                      has
been retained by the new owner as managing agent of the building.  Any security or other deposits and any
prepaid rents under your lease have been transferred to the new owner.


Effective immediately, all rental payments, notices to
the Landlord, and correspondence pursuant to your lease should be mailed to the
following address:


                                                                                                                                                             .


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  GA-PACES, L.L.C., a Delaware
  limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C.,
  a

  
	
   

  	
   

  	
  Delaware limited liability company, its non-

  
	
   

  	
   

  	
  member manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
						



 



 H-1














 


EXHIBIT I


NOTICE TO
VENDORS

One Paces West and Two Paces West, Atlanta, Georgia


                      ,
2006


Re:                              Sale
of [INSERT EITHER ONE PACES WEST OR TWO PACES WEST], Atlanta, Georgia (the “Property”)


Dear Service Provider:


This is to notify you that the Property has been sold
to [PURCHASER] (“Purchaser”).  Purchaser has assumed all of the obligations
of the undersigned under the service contracts as of the date hereof.  All notices to Purchaser should be sent to
Purchaser in the manner provided in the service contract to the following
address:


                                                                                                                                                                      .


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  GA-PACES, L.L.C., a Delaware
  limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C.,
  a

  
	
   

  	
   

  	
  Delaware limited liability company, its non-

  
	
   

  	
   

  	
  member manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  
						



 



 I-1














 


EXHIBIT J


CERTIFICATE
OF NON-FOREIGN STATUS

One Paces West and Two Paces West, Atlanta, Georgia


1.                                       The
undersigned (“Transferor”) hereby certifies:


a.             That Transferor is not a foreign
entity (as said term is defined in the Internal Revenue Code and Income Tax
Regulations) with respect to the transfer of that certain property known as “One
Paces West” and Two Paces West,” located in Atlanta, Georgia (the “Property”) legally described in Exhibit A
attached hereto and made a part hereof.


b.             That Transferor is the sole member
of GA-Paces, L.L.C., a Delaware limited liability company, and record title
owner of the Property.


c.             The tax identification number of
Transferor is                      ,
and the offices of Transferor are located at Two North Riverside Plaza, Suite
2100, Chicago, IL  60606.


d.             Transferor is not a disregarded
entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations.


2.             Transferor understands that this Certificate may be
disclosed to the Internal Revenue Service by Transferee and that any false
statement contained herein could be punishable by fine, imprisonment or both.


[signature
page follows next]



 J-1
 






 



Under penalties of
perjury, I declare that I have examined this Certificate 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 the Transferor.


	
  Dated:

  	
   

  	
  , 2006

  	
  EOP Operating Limited Partnership,
  a

  
	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C.,
  a

  
	
   

  	
   

  	
  Delaware limited liability company, its

  
	
   

  	
   

  	
  manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
									




 J-2
 






 



EXHIBIT A


TO


CERTIFICATE OF NON-FOREIGN STATUS


LEGAL DESCRIPTION



 J-3














 


 


EXHIBIT K


TENANT
INDUCEMENT COSTS AND LEASING COMMISSIONS

One Paces West and Two Paces West, Atlanta, Georgia


	
   

  	
   

  	
  Tenant

  	
   

  	
  Lease

  	
   

  	
  Total

  	
   

  	
  Amount

  	
   

  	
  Amount

  	
   

  	
  Purchaser’s

  	
   

  	
  Seller’s

  	
   

  	
  Credit

  	
   

  	
  Credit

  	
   

  
	
  Tenant

  	
   

  	
  Improvements

  	
   

  	
  Commissions

  	
   

  	
  Lease Costs

  	
   

  	
  Paid

  	
   

  	
  Outstanding

  	
   

  	
  Share

  	
   

  	
  Share

  	
   

  	
  Purchaser

  	
   

  	
  Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alta Financial (1)

  	
   

  	
  $

  	
  90,641.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  90,641.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  90,641,00

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  90,641.00

  	
   

  	
  $

  	
  —

  	
   

  
	
  Docucorp (2)

  	
   

  	
  $

  	
  287,926.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  287,926.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  287,926,00

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  287,926.00

  	
   

  	
  $

  	
  —

  	
   

  
	
  Kirschner & Venker (3)

  	
   

  	
  $

  	
  5,913.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  5,913.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  5,913.00

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  5,913.00

  	
   

  	
  $

  	
  —

  	
   

  
	
  New World Ventures (1)

  	
   

  	
  $

  	
  5,310.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  5,310.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  5,310.00

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  5,310.00

  	
   

  	
  $

  	
  0

  	
   

  
	
  Partners Cooperative (1)

  	
   

  	
  $

  	
  18,454.50

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  18,454.50

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  18,454.50

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  18,454.50

  	
   

  	
  $

  	
  —

  	
   

  
	
  Piedmont TI

  	
   

  	
  $

  	
  531,286.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  531,286.00

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  531,286.00

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  531,286.00

  	
   

  	
  $

  	
  —

  	
   

  
	
  Piedmont (LC due CBRE on
  1/07)

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  172,172.45

  	
   

  	
  $

  	
  172,172.45

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  172,172.45

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  172,172.45

  	
   

  	
  $

  	
  —

  	
   

  
	
  Piedmont (LC due CBRE on
  1/08)

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  65,917.03

  	
   

  	
  $

  	
  65,917.03

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  65,917.03

  	
   

  	
  0.00

  	
  %

  	
  100.00

  	
  %

  	
  $

  	
  65,917.03

  	
   

  	
  $

  	
  —

  	
   

  
	
  Total Amount Due Purchaser
  <Seller>

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,177,619.98

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,177,619.98

  	
   

  



 






Notes:


(1)             Space buildout has
been completed - waiting on submission of invoices for billing. It is expected
that all payments will be made prior to closing, thereby reducing the credit
amount.


(2)             Tenant
has allowance on 15,154 sf of must-take space that commenced in 1/05, but has
not been build out. Per work letter, TI survives until lease expiration
(12/12).



 K-1














 


 


EXHIBIT L


FORM
TENANT ESTOPPEL CERTIFICATE

[INSERT EITHER ONE PACES WEST AND TWO PACES WEST],
Atlanta, Georgia


GA-PACES, L.L.C.

Two North Riverside Plaza, Suite 2100

Chicago, Illinois  60606

Attn:  Sandy Deets

[PURCHASER]

[PURCHASER’S ADDRESS]


[LENDER]

LENDER’S ADDRESS]


Ladies and Gentlemen:


Reference is made to that
certain [Lease Agreement] dated as
of                         
    ,         
between                                                         ,
a                         ,
as landlord (“Landlord”), and the undersigned,
as tenant (“Tenant”), demising premises at the
captioned address more particularly described in the Lease (the “Premises”) as amended by                     ,
dated                   ,
           (collectively, the
“Lease”). Tenant hereby represents to the
Benefited Parties (as herein defined) that the following statements are true
and correct as of the date hereof:


1.              The undersigned is the Tenant under the Lease for space
at the Premises covering                       
rentable square feet.


2.             The Lease is in full force and
effect and has not been amended, modified, supplemented or superseded except as
stated in this Certificate.  There are no
understandings, contracts, agreement or commitments of any kind whatsoever with
respect to the Premises, except as expressly provided in the Lease.


3.             The expiration date of the Lease is
                                  ,
subject to any rights of Tenant to extend the term as provided therein.  The base rent presently being charged is $                    .  All rentals, charges, additional rent and
other obligations on the part of the undersigned have been paid to and
including                         ,
200  .  No rental, other than
for the current month, has been paid in advance.  The undersigned has accepted possession and
now occupies the Premises and is currently open for business.  In addition to the fixed minimum Base Rent,
the Tenant paysits pro-rata share of real estate taxes and operating expenses
in excess of a base stop of amounts payable in the “base year” of                                    .


4.             Tenant has paid to Landlord a
security deposit in the amount of $                                        .  Tenant has no claim against Landlord for any
other security, rental, cleaning access card, key or other deposits or any
prepaid rentals.



 L-1
 






 



 


5.             Landlord is not in any respect in
default in the performance of the terms and provisions of the Lease, nor does
any state of facts or condition exist which, with the giving of notice or the passage
of time, or both, would result in such a default.  All conditions under the Lease to be
performed by Landlord have been satisfied. 
Without limiting the generality of the foregoing, all improvements to be
constructed in the Premises by Landlord have been completed to the satisfaction
of Tenant and accepted by Tenant and any tenant construction allowances have
been paid in full, and all duties of an inducement nature required of Landlord
in the Lease have been fulfilled to Tenant’s satisfaction. Tenant has no claim
against Landlord by reason of any restriction, encumbrance or defect in title
of the Premises of which Tenant has actual knowledge.


6.             There currently is no defense,
offset, lien, claim or counterclaim by or in favor of Tenant against Landlord
under the Lease or against the obligations of Tenant under the Lease
(including, without limitation, any rentals or other charges due or to become
due under the Lease) and Tenant is not contesting any such obligations, rentals
or charges. To Tenant’s knowledge, all leasing commissions due in respect of
the current term of the Lease have been paid.


7.             Tenant has no renewal, extension or
expansion option, no right of first offer or right of first refusal and no
other similar right to renew or extend the term of the Lease or expand the
property demised thereunder except as may be expressly set forth in the
Lease.  Tenant has no right to lease or
occupy any parking spaces within the Property except as set forth in the Lease.  Tenant is entitled to no free rent nor any
credit, offsets or deductions in rent, nor other leasing concessions other than
those specified in the Lease.


8.             Tenant is not in any respect in
default in the performance of the terms and provisions of the Lease nor does
any state of facts or condition exist which, with the giving of notice or the
passage of time, or both, would result in such a default.  Without limiting the generality of the
foregoing, Tenant is current in its rental obligation under the Lease.


9.             The undersigned has not received
notice of a prior transfer, assignment, hypothecation or pledge by Landlord of
any of Landlord’s interest in the Lease other than to the holder of any first
mortgage on the captioned property.


10.           There are no liens recorded against
the Premises with respect to work performed by or on behalf of Tenant or
materials supplied to the demised property.


11.           Tenant has not assigned the Lease nor
sublet all or any part of the Premises, except as set forth in                           ,
dated                     .


The above certifications
are made to the Benefited Parties knowing that the Benefited Parties will rely
thereon in making an investment in the Premises. For purposes hereof, the term “Benefited
Parties” means the addressees of this letter and all of the following: (a)
Harvard Property Trust, LLC, a Delaware limited liability company and its
successors, assigns, and designees (including, without limitation, any tenant
in common purchasers); and (b) any lender to which any party described in the
foregoing clause (a) grants a deed of trust, mortgage or other lien upon the
Premises and its successors and assigns.



 L-2
 






 



 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
   a

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  , 2006

  
											



 



 L-3














 


 


EXHIBIT M


FORM SELLER ESTOPPEL CERTIFICATE


[INSERT EITHER ONE
PACES WEST AND TWO PACES WEST], Atlanta, Georgia


[PURCHASER]


[PURCHASER’S ADDRESS]


Ladies and Gentlemen:


At the request of [PURCHASER] (“Purchaser”),
the undersigned GA-PACES, L.L.C., a Delaware
limited liability company (“Landlord”), hereby certifies to Purchaser as follows in
connection with the proposed sale of the property commonly known as [INSERT
EITHER ONE PACES WEST AND TWO PACES WEST] located in Atlanta, Georgia (the “Property”), all to Landlord’s knowledge:


1.                                                                      
(“Tenant”) is the tenant under a lease
with Landlord, dated                    ,
           , [as amended
by                                  ,
dated                     ,
            
(collectively, the “Lease”)][(the “Lease”)] for suite(s)                   
on the                 
floor(s) at the Property (the “Premises”).


2.             The
Premises is                   
rentable square feet.  The Lease sets
forth the entire agreement between Landlord and Tenant with respect to the
Premises, is in full force and effect and has not been amended, modified or
extended.


3.             The
monthly [base][minimum] rent of $                   
due under the Lease has been paid through the date hereof, and all additional
rent (consisting of $                 
per month for estimated operating expenses and estimated real estate taxes) due
under the Lease has been paid through the date hereof. Tenant has accepted
possession and now occupies the Premises and is currently open for business.


4.             The
Landlord is not in default under the Lease.


5.             The
expiration date of the Lease is                                  ,             .


6.             The
amount of the security deposit currently held by Landlord under the Lease is $                     .


7.             There
is no prepaid rent, except $                           .


8.             The
Tenant has not assigned any of its interest in the Lease or subleased all or
any portion of the Premises, except as follows:                                                     .


9.             The Tenant has no defenses,
counterclaims, set-offs or concessions against rent or charges due or to become
due under the Lease.



 M-1
 






 



 


10.           The
Tenant has unconditionally accepted the Premises and [has commenced payment of
full rent] [or] [is entitled to              
month’s abatement of base rent, as of the date hereof] under the Lease and is
the owner and holder of the entire tenant’s interest in the Lease.


11.           All
work required to be performed by Landlord as of the date hereof with respect to
the Lease and in connection with the Premises has been completed by Landlord to
the satisfaction of Tenant.


12.           The
“base year” for operating expense reimbursements and real estate taxes under
the Lease is            .


13.           The
Tenant has no right or option pursuant to the Lease or otherwise to purchase
all or any part of the Premises or the Property.


14.           The
Tenant has no right of first refusal except as may be set forth in the Lease.


When used herein, the term “Landlord’s
knowledge” shall mean and be limited to the actual (and not
constructive) knowledge of                                ,
Senior Vice President –       Investments, with
primary responsibility for the disposition of the Property, and                                     ,
Senior Vice President –                                     
Region, with primary operational responsibility for all real estate assets
(including the Property) owned or controlled by EOP Operating Limited
Partnership in the                          
region, in each case without inquiry or any imputed or constructive knowledge.


The foregoing certifications shall survive the closing
of the sale of the Property to Purchaser, but only for a period of one hundred
twenty (120) days thereafter (or such shorter period of time in the event
Purchaser receives an estoppel certificate from the Tenant under the Lease
which obviates any or all of Landlord’s foregoing certifications in accordance
with Section 8.2 of the Real Estate Sale Agreement dated                    
             ,
              
by and between Landlord and Purchaser relating to the Property (the “Sale Agreement”)).


The liability of Landlord hereunder shall be subject
to the provisions of Section 10 of the Sale Agreement.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  GA-PACES, L.L.C., a Delaware
  limited liability

  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Equity Office Management, L.L.C., a

  Delaware limited liability company, its non-

  member manager

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
									



 



 M-2














 


 


EXHIBIT N


LITIGATION MATTERS


One Paces West and
Two Paces West, Atlanta, Georgia


ONE PACES WEST


None.


TWO PACES WEST


None. 



 N-1














 


 


EXHIBIT O


LIST OF LEASES


One Paces West and
Two Paces West, Atlanta, Georgia


Abacus Solutions, LLC, a Georgia limited liability
company


·      Office Lease Agreement dated January 21,
2004


·      Commencement Letter dated June 25, 2004


·                  Letter
dated June 30, 2004


Airborne Express, Inc., a Delaware corporation


·                  License
Agreement for Drop Box Facility dated October 14, 2003


Alta Financial Corporation, a Georgia corporation


·      Office Lease Agreement dated                   ,
2003


·      Commencement Letter dated March 3, 2004


·      First Amendment dated March 4, 2004


·                  Second
Amendment dated November 17, 2005


American Fiber Systems of Georgia, Inc. (f/k/a
Marietta Board of Lights & Water, a Georgia governmental corporation, d/b/a
Marietta FiberNet)


·      Telecommunications License Agreement dated
February 11, 2002


·                  Letter
dated August 4, 2004


AmSouth Bank, an Alabama corporation


·      Office Lease Agreement dated December 31,
2002


·      Commencement Letter dated May 5, 2003


·      Commencement Letter dated January 7, 2005


·                  First
Amendment dated February 17, 2005


Arch Wireless Operating Company, Inc., a Delaware
corporation


·                  Antenna
Site Agreement dated December 14, 2005


AT&T Wireless PCS, LLOC, a Delaware limited
liability company, by and through its member, AT&T Wireless Services, Inc.,
a Delaware corporation d/b/a AT&T Wireless f/k/a AT&T Wireless PCS
Inc., a Delaware corporation


·      Antenna Site Agreement dated April 23,
1997


·      Letter dated July 16, 1997


·                  First
Amendment dated October 31,  2002


Atlanta Oil Exchange


·      License Agreement for Building Facilities
dated October 17, 1996


·                  Letter
dated November 28, 1997


Bongsu Cho, an individual d/b/a
Paces West Café



 O-1
 






 



 


·                  Office
Lease Agreement dated May 31, 2002


Brand Resources Group, Inc., a Georgia corporation


·      Office Lease Agreement dated November 27,
2002


·      Letter dated February 13, 2003


·                  First
Amendment dated February 18, 2003


Bridger Commercial Funding, LLC, a Missouri
limited liability company


·                  Office
Lease Agreement dated October 17, 2005


BT Americas Inc., a Delaware corporation


·      Office Lease Agreement dated November 20,
2003


·      Storage Space Lease Agreement dated
October 1, 2003


·      Letter dated June 30, 2004


·      First Amendment dated December 17, 2004


·                  Commencement
Letter dated February 15, 2005


Captivate Network, Inc., a Delaware corporation


·                  License
Agreement dated May 17, 2000


Cedar Enterprise Solutions, Inc., a(n) Maryland
corporation


·      FastOffice License Agreement dated March
18, 2003


·                  First
Amendment dated March 31, 2005


Countrywide Home Loans, Inc., a New York
corporation


·                  Office
Lease Agreement dated October 18, 2005


The Day & Zimmerman Group, Inc., a Delaware
corporation


·      Office Lease Agreement dated October 14,
2004


·                  Commencement
Letter dated March 14, 2005


DocuCorp International, Inc., a Delaware
corporation


·      Office Lease Agreement dated September 17,
2001


·      Two (2) Letters dated October 3, 2002


·                  Commencement
Letter dated May 5, 2003


Elite Financial Staffing, Inc., a Michigan
corporation


·      Office Lease Agreement dated September 10,
2004


·                  Commencement
Letter dated October 28, 2004


Future Publishing Georgia, Inc., a
Georgia corporation (fka Highbury House Communications, Inc.)


·                  Office
Lease Agreement dated May 25, 2005


Gregory K. Morgan, an Individual


·                  Office Lease Agreement dated
September 4, 2002



 O-2
 






 



 


·                  First Amendment dated March 9, 2004


·                  Second
Amendment dated November 15, 2005


Infinity
Property Fund Incorporated, a Florida corporation


·                  Office Lease Agreement dated May 25,
2004


·                  Commencement
Letter dated August 23, 2004


Insurance
Industry Consultants, LLC, a Georgia limited liability company


·                  Office Lease Agreement dated November
19, 2004


·                  Commencement
Letter dated February 23, 2005


Intown
Suites Management, Inc., a Georgia corporation


·                  Office Lease Agreement dated June 2,
2005


·                  Commencement
Letter dated December 19, 2005


James B.
Mitchell, an individual


·                  Car
Wash and Auto Detailing Lease Agreement dated March 14, 2005


Jefferson
Pilot Financial Insurance Company, a Nebraska corporation


·                  Office Lease Agreement dated November
11, 1998


·                  Commencement Letter dated March 11, 1999


·                  First Amendment dated July 31, 2000


·                  Commencement Letter dated September
20, 2000


·                  Landlord Consent to Merger dated
October 25, 2000


·                  Second Amendment dated April 22, 2003


·                  Third Amendment dated July 6, 2004


·                  Letter dated July 16, 2004


·                  Commencement
Letter dated October 29, 2004


Jong K. Kim, an Individual (as successor in
interest to Myung Ock Lee and Jae Hwa Hong, as Individuals, successor in
interest to Sara Livigni, an individual)


·                  Office Lease Agreement dated April 2,
2001


·                  Guaranty of Lease dated April 2, 2001


·                  Assignment of Lease dated November
10, 2002


·                  Landlord Consent to Assignment and
Assumption of Lease dated January 31, 2003


·                  Letter dated February 3, 2003


·                  First Amendment dated May 25, 2004


·                  Landlord Consent to Assignment and Assumption
of Lease dated August 12, 2004


·                  Assignment
and Assumption of Lease effective August 6, 2004


Kirschner
& Venker, P.C., a Georgia professional corporation


·                  Office Lease Agreement dated January
10, 2000


·                  Guaranty of Lease dated January 10,
2000


·                  Commencement Letter dated February
21, 2000


·                  Storage Space Agreement dated April
28, 2000


·                  Subordination of Landlord’s Lien
dated January 25, 2001



 O-3
 






 



 


·                  First
Amendment dated December 16, 2004


Mann Bracken, LLC, a Georgia limited liability
company


·      Office Lease Agreement dated January 16,
2004


·      Guaranty of Lease dated January 16, 2004


·      Commencement Letter dated June 28, 2004


·      First Amendment dated December 2, 2004


·                  Request
for Additional Allowance Agreement dated August 9, 2005


Market-RX, LLC, a Georgia limited liability
company


·      Office Lease Agreement dated October 7,
2004


·                  Commencement
Letter dated October 28, 2004


MCIMetro Access Transmission Services LLC, a
Delaware limited liability company


·                  Communications
License Agreement dated August 7, 2003


Mendocino Forest Products Company, LLC, a Delaware
limited liability company


·      Office Lease Agreement dated December 23,
2004


·                  Commencement
Letter dated March 14, 2005


Multi-Developers, Inc., a Georgia corporation,
d/b/a Management Associates


·      Office Lease Agreement dated November 27,
2002


·                  Guaranty
of Lease dated November 27, 2002


Neal Interests, LTD., a Georgia corporation


·      Office Lease Agreement dated January 13,
2005


·                  Guaranty
of Lease dated January 13, 2005


New World Ventures, LTD., a Connecticut
corporation


·                  Office
Lease Agreement dated October 27, 2005


Nextel South Corp., a Georgia corporation d/b/a
Nextel Communications


·      Antenna Site License Agreement dated
December 11, 2001


·                  Letter
dated December 4, 2002


Partners Cooperative, Inc., a Georgia limited
liability company


·                  Office
Lease Agreement dated September 9, 2005


Piedmont Healthcare, Inc., a Georgia
not-for-profit corporation


·      Office Lease Agreement dated October 29,
2002


·      Commencement Letter dated January 24, 2003


·      First Amendment dated August 25, 2003


·                  Second
Amendment dated July 1, 2005


Project Time & Cost, Inc., a
Georgia corporation


·      Office Lease Agreement dated July 16, 1996



 O-4
 






 



 


·      Non-Disturbance, Attornment, Estoppel and
Subordination Agreement dated July 17, 1996


·      Commencement Letter dated September 10,
1996


·      Storage Space Lease Agreement dated
October 2, 1996


·      Letter dated October 14, 1996


·                  First Amendment dated March 26, 1998


·                  Second Amendment dated November 5,
1999


·                  Third Amendment dated February 23,
2000


·                  Fourth Amendment dated February 1,
2001


·                  Letter dated March 6, 2001


·                  Fifth Amendment dated April 25, 2001


·                  Sixth Amendment dated May 23, 2001


·                  Seventh Amendment dated September 12,
2001


·                  Eighth Amendment dated April 17, 2003


·                  Ninth Amendment dated December 2, 2003


·                  Tenth Amendment dated February 19,
2004


·                  Letter dated March 29, 2004


·                  Eleventh Amendment dated January 4,
2005


·                  Twelfth
Amendment dated October 17, 2005


Promina
Health System, Inc., a Georgia corporation


·                  Office Lease Agreement dated December
4, 2001


·                  First Amendment dated January 28,
2002


·                  Second Amendment dated March 19, 2002


·                  Third Amendment dated March 20, 2002


·                  Fourth Amendment dated August 6, 2002


·                  Fifth Amendment dated August 25, 2003


·                  Letter dated August 30, 2004


·                  Sixth Amendment dated June 29, 2005


·                  Seventh Amendment dated September 9,
2005


·                  Sublease Agreement dated December 6,
2005 (between Promina Health System, Inc., “Sublessor” and Covente, Inc., “Sublessee”)


·                  Landlord
Consent to Sublease dated December 21, 2005


Rimkus
Consulting Group, Inc., a Texas corporation


·                  Office Lease Agreement dated December
19, 1995


·                  Commencement Letter dated January 17,
1996


·                  Agreement Regarding Lender’s Security
Interest in Tenant’s Personal Property dated December 4, 1997


·                  First Amendment dated December 28,
2000


·                  Second Amendment dated August 30,
2001


·                  Third Amendment dated January 15,
2004


·                  Commencement Letter dated March 3,
2004


·      Letter
dated November 15, 2004


The
Robinson Realty Group, LLC, a Georgia limited liability company


·                  Office
Lease Agreement dated May 13, 2004



 O-5
 






 



 


The Scotts Company, an Ohio corporation


·      Office Lease Agreement dated December 5,
2002


·                  Letter
dated December 3, 2002


SprintCom, Inc., a Kansas corporation


·                  Antenna
Site License Agreement dated July 1, 1998


St. John & Partners Advertising and Public
Relations, Inc., a Florida corporation


·      Office Lease Agreement dated December 14,
2004


·                  Commencement
Letter dated May 16, 2005


Sumi, Inc., a Georgia corporation, d/b/a Paces
West Dry Cleaners


·      Office Lease Agreement dated July 16, 2002


·      First Amendment dated August 11, 2005


·                  Letter
dated August 30, 2005


The Summit National Bank, a national banking
association


·      Office Lease Agreement dated April 18,
2002


·                  Letter dated April 18, 2002


T-Mobile (fka Powertel/Atlanta, Inc.)


·      Antenna Site License Agreement dated
August 7, 1997


·      First Amendment dated December 14, 1999


·                  Second
Amendment dated December 2, 2004


Teleport Communications Atlanta, Inc ., a Delaware
corporation


·                  Communications
License Agreement dated November 11, 2003


TermNet Merchant Services, Inc., a Georgia
corporation


·      Office Lease Agreement dated December 17,
2004


·      Commencement Letter dated March 18, 2005


·                  First
Amendment dated April 27, 2005


Vaughn, Wright & Boyer LLP, a Georgia limited
liability partnership, f/k/a Vaughn, Wright & Stearns, a Georgia general
partnership


·      Office Lease Agreement dated January 24,
1997


·      Commencement Letter dated February 14,
1997


·      First Amendment dated March 4, 2002


·                  Second
Amendment dated March 17, 2005



 O-6














 


 


EXHIBIT P


LIST OF
BROKERAGE AGREEMENTS AND

LEASING COMMISSION AGREEMENTS

One Paces West and Two Paces West, Atlanta, Georgia


ONE PACES WEST


None.


TWO PACES WEST


None.



 P-1














 


 


EXHIBIT Q


LIST OF
ENVIRONMENTAL REPORTS

One Paces West and Two Paces West, Atlanta, Georgia


1.                                       Phase
I Environmental Assessment of One and Two Paces West, 2727 Paces Ferry Road,
Atlanta, Georgia, prepared by URS Corporation and dated August 15, 2005



 Q-1














 


 


EXHIBIT R


DECLARATION

One Paces West and Two Paces West, Atlanta, Georgia



 R-1















 


EXHIBIT S


MASTER
LEASE

One Paces West and Two Paces West, Atlanta, Georgia


MASTER
LEASE


THIS LEASE is entered into and
made as of the               
day of                                     ,
2006 (the “Effective Date”) by and between BEHRINGER HARVARD PACES WEST, LLC, a Delaware limited
liability company, hereinafter called “Landlord”, and GA-PACES, L.L.C., a Delaware limited liability company
hereinafter called “Tenant”.


W I T N E S S E T H:


Landlord, in consideration of the rents and covenants
hereinafter set forth, does hereby demise, let and lease to Tenant, and Tenant
does hereby hire, take and lease from Landlord, on the terms and conditions
hereinafter set forth, the following described space, hereinafter called the “Premises”, to have and to hold the same, with all
appurtenances, unto Tenant for the term hereinafter specified.


1.             Description
Of The Premises.  The
Premises consist of approximately 126,818 rentable square feet of vacant and
undesignated office and retail space (the “rentable area”)
located in the buildings commonly known as One and Two Paces West, in the City
of Atlanta, County of Cobb, State of Georgia, (hereinafter called the “Building”).  The
Building is located on the land legally described on Exhibit ”A” attached
hereto and made a part hereof (the “Real Property”;
the Real Property and the Building are sometimes collectively referred to
herein as the “Property”).


2.             Term.  The term of this Lease (the “Term”) shall be for a period of one (1) year, commencing                       ,
2006 [INSERT THE CLOSING DATE OF THE SALE OF THE PROPERTY] and ending on                           ,
2007 (the “Expiration Date”), subject to
adjustment as provided in Paragraph 6 hereof, unless this Lease shall be
sooner terminated as hereinafter provided.


3.             Rent.  Subject to the adjustment provisions of
Paragraph 4 hereof, Tenant shall pay to Landlord, at the address listed
below in Paragraph 25, rent for the Premises (“Rent”)
in the initial monthly amount of $115,833.34, which has been calculated by using
an annual per square foot rental rate of $10.96.  The first installment of Rent shall be
payable on the thirtieth (30th) day after the Commencement Date with subsequent
installments of Rent due and payable on the same date thereafter to and
including the Expiration Date.  Rent
shall be payable in arrears.  The area of
the Premises remaining subject to this Lease (and the amount of Rent to be
paid) shall be determined as set forth in Paragraph 4 hereof.


4.             Reduction Of Area Of Premises.  Landlord and Tenant intend that Landlord,
through its leasing agent, will continue to offer all vacant space in the
Building (including the Premises) for lease to third parties.  The rentable area of the Premises shall be
reduced from time to time during the Term on each commencement date of each “Qualifying
Lease”.  For the purpose of









 



 


this provision, a “Qualifying
Lease” shall include (a) any new lease executed by Landlord with a new
tenant for space in the Building, (b) any new lease or lease amendment for
expansion space (but only to the extent of such expansion) for an existing
tenant in the Building, or (c) a Lease executed by Landlord with a third
party for the current management office located in Suite         
of the Building.  On the rent
commencement date under each Qualifying Lease, monthly Rent shall be reduced on
the same date by an amount (appropriately prorated with respect to any partial
month) equal to the lesser of (i) one-twelfth (1/12) of the product of the
area of the space leased and $10.96, and (ii) the monthly base rent
payable during the applicable month under said Qualifying Lease.


5.             Tenant Finish Improvements.  Landlord shall not be obligated to construct
any tenant finish improvements to the Premises. 
Landlord shall deliver and Tenant shall accept the Premises in “as-is”
condition.


6.             Delivery Of Possession; Adjustment Of Term.  Landlord shall deliver the Premises to Tenant
on the Effective Date.


7.             Use
Of The Premises. 
Tenant shall not have the right to occupy the Premises and shall have no
liability or responsibility with respect thereto, other than to pay Rent in
accordance with this Lease.


8.             Fire
Or Other Casualty; Casualty Insurance.


(a)           Substantial
Destruction of the Building. 
If the Building should be substantially destroyed (which, as used
herein, means destruction or damage to at least seventy-five percent (75%) of
the Building) by fire or other casualty, either party hereto may, at its
option, terminate this Lease by giving written notice thereof to the other
party within thirty (30) days of such casualty. 
In such event, the rent shall be apportioned to and shall cease as of
the date of such casualty.  If neither
party exercises this option, then the Premises shall be reconstructed and
restored, at Landlord’s expense, to substantially the same condition as they
were prior to the casualty.


(b)           Substantial
Destruction of the Premises. 
If the Premises should be substantially destroyed, or rendered wholly
untenantable for the purpose for which they were leased, by fire or other
casualty and the Building is not substantially destroyed as provided above,
then this Lease shall terminate as of the date of the casualty, which
termination shall be exercised by written notice to be given by either party to
the other party within thirty (30) days therefrom.  Upon such termination, rent shall be
apportioned to and shall cease as of the date of the casualty.


(c)           Partial
Destruction of the Premises. 
If the Premises is not substantially destroyed, by fire or other
casualty, rent shall be abated in the proportion which the approximate area of
the damaged part bears to the total area in the Premises from the date of the
casualty until the damaged part of the Premises is reconstructed or restored
(if such damaged part of the Premises is reconstructed or restored at Landlord’s
sole cost and expense).



 2
 






 



 


9.             Eminent
Domain.  If
the whole or any part of the Premises shall be taken for public or quasi-public
use by a governmental authority under the power of eminent domain or shall be
conveyed to a governmental authority in lieu of such taking, then this Lease
shall terminate as of the date Tenant is required to surrender possession of
the Premises.


10.           Subordination Of Lease To Mortgages.  This Lease is subject and subordinate to any
mortgage, deed of trust or similar encumbrance including ground or underlying
leases presently existing or hereafter voluntarily placed upon the Property or
the Premises, including any renewals, extensions or modifications thereof; and
the recording of any such mortgage, deed of trust or similar encumbrance shall
make it prior and superior to this Lease regardless of the date of execution or
recording of either document.  Tenant
shall, at Landlord’s request, execute and deliver within five (5) days to
Landlord, without cost, any instrument which may be deemed necessary or
desirable by Landlord to confirm the subordination of this Lease; and if Tenant
fails or refuses to do so, Landlord may execute such instrument in the name and
as the act of Tenant.  Tenant shall
attorn to any subsequent owner or transferee of the Property regardless of
whether or not a subordination agreement has been executed by Tenant.


11.           Defaults And Remedies.


(a)           Default
by Tenant.  If Tenant
fails to pay any monthly installment of Rent within ten (10) days after the
same shall be due and payable, such failure shall be a default and breach of
this lease by Tenant.


(b)           Remedies
of Landlord.  Upon the
occurrence of any event of default set forth in Paragraph 11(a) hereof,
Landlord shall have the right to sue to recover damages for any loss resulting
from the breach, in addition to those allowed by law, any one or more of which
may be exercised without further notice to or demand upon Tenant.


(c)           Default
by Landlord and Remedies of Tenant.  It shall be a default and breach of this
Lease by Landlord if it shall fail to perform or observe any term, condition,
covenant or obligation required to be performed or observed by it under this
Lease for a period of thirty (30) days after notice thereof from Tenant;
provided, however, that if the term, condition, covenant or obligation to be
performed by Landlord is of such nature that the same cannot reasonably be
performed within such thirty-day period, such default shall be deemed to have
been cured if Landlord commences such performance within said thirty-day period
and thereafter diligently undertakes to complete the same.  Upon the occurrence of any such default,
Tenant may sue for injunctive relief or to recover damages for any loss resulting
from the breach, but Tenant shall not be entitled to terminate this Lease or
withhold or abate any rent due hereunder.


(d)           Non-Waiver
of Defaults.  The failure
or delay by either party hereto to enforce or exercise at any time any of the
rights or remedies or other provisions of this Lease shall not be construed to
be a waiver thereof, nor affect the validity of any part of this Lease or the
right of either party thereafter to enforce each and every such right or remedy
or other provisions.  No waiver of any
default and breach of this Lease shall be held to be a waiver of any other
default or breach.  The receipt of rent
by Landlord at a



 3
 






 



 


time after rent is due under this Lease shall
not be construed as a waiver of such default. 
The receipt by Landlord of less than the full rent due shall not be
construed to be other than a payment on account of rent then due, nor shall any
statement on Tenant’s check or any letter accompanying Tenant’s check be deemed
an accord and satisfaction, and Landlord may accept such payment without
prejudice to Landlord’s right to recover the balance of the rent due or to
pursue any other remedies provided in this Lease.  No act or omission by Landlord or its
employees or agents during the term of this Lease shall be deemed an acceptance
of a surrender of the Premises, and no agreement to accept such a surrender
shall be valid unless in writing and signed by Landlord.


(e)           Attorney’s
Fees.  In the event of
litigation between the parties with respect to this Lease, the prevailing party
therein shall be entitled to recover from the losing party all of its costs of
enforcement and litigation, including, but not limited to, its reasonable
attorneys’ and paralegal fees, witness fees, court reporters’ fees and other
costs of suit.


12.           Bankruptcy Or
Insolvency. 
It is understood and agreed that the following shall apply in the event
of the bankruptcy or insolvency of Tenant:


(a)           If a petition is filed by, or an
order for relief is entered against Tenant under Chapter 7 of the Bankruptcy
Code and the trustee of Tenant elects to assume this Lease for the purpose of
assigning it, such election or assignment, or both, may be made only if all of
the terms and conditions of subparagraphs (b) and (d) below are
satisfied.  To be effective, an election
to assume this Lease must be in writing and addressed to Landlord, and in
Landlord’s business judgment, all of the conditions hereinafter stated, which
Landlord and Tenant acknowledge to be commercially reasonable, must have been
satisfied.  If the trustee fails so to
elect to assume this Lease within sixty (60) days after his appointment, this
Lease will be deemed to have been rejected, and Landlord shall then immediately
be entitled to possession of the Premises without further obligation to Tenant
or the trustee and this Lease shall be terminated.  Landlord’s right to be compensated for
damages in the bankruptcy proceeding, however, shall survive such termination.


(b)           If Tenant files a petition for
reorganization under Chapters 11 or 13 of the Bankruptcy Code, or if a
proceeding filed by or against Tenant under any other chapter of the Bankruptcy
Code is converted to a Chapter 11 or 13 proceeding and Tenant’s trustee or
Tenant as debtor-in-possession fails to assume this Lease within sixty (60)
days from the date of the filing of such petition or conversion, then the
trustee or the debtor-in-possession shall be deemed to have rejected this
Lease.  To be effective any election to
assume this Lease must be in writing addressed to Landlord and, in Landlord’s
business judgment, all of the following conditions, which Landlord and Tenant
acknowledge to be commercially reasonable, must have been satisfied:


(i)            The trustee or the
debtor-in-possession has cured or has provided to Landlord adequate assurance,
as defined in this subparagraph (b), that the



 4
 






 



 


trustee will
cure all monetary defaults under this Lease within ten (10) days from the date
of assumption.


(ii)           The trustee or the
debtor-in-possession has compensated Landlord, or has provided Landlord with
adequate assurance, as hereinafter defined, that within ten (10) days from the
date of assumption Landlord will be compensated for any pecuniary loss it has
incurred arising from the default of Tenant, the trustee, or the
debtor-in-possession, as recited in Landlord’s written statement of pecuniary
loss sent to the trustee or debtor-in-possession.


(iii)          The trustee or the
debtor-in-possession has provided Landlord with adequate assurance of the
future performance of each of Tenant’s obligations under this Lease; provided,
however, that:


1.             From
and after the date of assumption of this Lease, the trustee or the
debtor-in-possession shall pay Rent payable under this Lease in advance in
equal monthly installments on each date that such Rents are payable;


2.             The
trustee or debtor-in-possession shall also deposit with Landlord, as security
for the timely payment of Rent, an amount equal to three (3) months’ Rent and
other monetary charges accruing under this Lease; and


3.             The
obligations imposed upon the trustee or the debtor-in-possession will continue
for Tenant after the completion of bankruptcy proceedings.


(iv)          Landlord has determined that the
assumption of this Lease will not:


(1)           Breach any provision
in any other lease, mortgage, financing agreement, or other agreement by which
Landlord is bound relating to the Property or Building in which the Premises is
located; or


(2)           Disrupt, in Landlord’s
judgment, the tenant mix of the Building or any other attempt by Landlord to
provide a specific variety of tenants in the Building which, in Landlord’s judgment,
would be most beneficial to all of the tenants thereof and would enhance the
image, reputation, and profitability thereof.


(v)           For purposes of this
subparagraph (b), “adequate assurance” means that:


(1)           Landlord determines
that the trustee or the debtor-in-possession has, and will continue to have,
sufficient unencumbered assets, after the payment of all secured obligations
and administrative expenses,



 5
 






 



 


to assure
Landlord that the trustee or the debtor-in-possession will have sufficient
funds timely to fulfill Tenant’s obligations under this Lease; and


(2)           An order shall have
been entered segregating sufficient cash payable to Landlord and/or a valid and
perfected first lien and security interest shall have been granted in property
of Tenant, trustee, or debtor-in-possession which is acceptable in value and
kind to Landlord, to secure to Landlord the obligation of the trustee or
debtor-in-possession to cure all monetary and nonmonetary defaults under this
Lease within the time periods set forth above.


(c)           In the event this
Lease is assumed by a trustee appointed for Tenant or by Tenant as
debtor-in-possession under the provisions of subparagraph (b) above and,
thereafter, Tenant is either adjudicated bankrupt or files a subsequent
petition for arrangement under Chapter 11 of the Bankruptcy Code, then Landlord
may, at its option, terminate this Lease and all the tenant’s rights under it,
by giving written notice of Landlord’s election so to terminate.


(d)           If the trustee or
the debtor-in-possession has assumed this Lease, pursuant to
subparagraph (a) or (b) above, to assign or to elect to assign Tenant’s
interest under this Lease or the estate created by that interest to any other
person, such interest or estate may be assigned only if the intended assignee
has provided adequate assurance of future performance, as defined in this
subparagraph (d), of all of the terms, covenants, and conditions of this
Lease.


(i)            For purposes of
this subparagraph (d), “adequate assurance of future performance” means
that Landlord has ascertained that each of the following conditions has been
satisfied:


(1)           The assignee has
submitted a current financial statement, audited by a certified public
accountant, which shows a net worth and working capital in amounts determined
by Landlord to be sufficient to assure the future performance by the assignee
of the tenant’s obligations under this Lease;


(2)           If requested by
Landlord, the assignee will obtain guarantees, in form and substance
satisfactory to Landlord (i.e. letter(s) of credit), from one or more persons
who satisfy Landlord’s standards of creditworthiness; and


(3)           Landlord has
obtained consents or waivers from any third parties which may be required under
any lease, mortgage, financing arrangement, or other agreement by which Landlord
is bound, to enable Landlord to permit such assignment.



 6
 






 



 


(e)           When, pursuant to
the Bankruptcy Code, the trustee or the debtor-in-possession is obligated to
pay reasonable use and occupancy charges for the use of all or part of the
Premises, it is agreed that such charges will not be less than the Rent as
defined in this Lease.


(f)            Neither Tenant’s
interest in this Lease nor any estate of Tenant created in this Lease shall
pass to any trustee, receiver, assignee for the benefit of creditors, or any other
person or entity, nor otherwise by operation of law under the laws of any state
having jurisdiction of the person or property of Tenant, unless Landlord
consents in writing to such transfer. 
Landlord’s acceptance of rent or any other payments from any trustee,
receiver, assignee, person, or other entity will not be deemed to have waived,
or waive, either the requirement of Landlord’s consent or Landlord’s right to
terminate this Lease for any transfer of Tenant’s interest under this Lease
without such consent.


13.           Access To The Premises.  Landlord, its employees and agents and any
mortgagee of the Property shall have the right to enter any part of the
Premises at all reasonable times for the purposes of examining or inspecting
the same, showing the same to prospective purchasers, mortgagees or tenants and
for making such repairs, alterations or improvements to the Premises or the
Property as Landlord may deem necessary or desirable.  Landlord and its employees and agents may
enter the Premises by means of a master key or otherwise, Landlord shall incur
no liability to Tenant for such entry, nor shall such entry constitute an
eviction of Tenant or a termination of this Lease, nor entitle Tenant to any
abatement of rent therefore.


14.           Assignment and Subletting.  Tenant may not assign or otherwise transfer
its interest in this Lease or sublet the Premises or any part thereof without
the prior written consent of Landlord; provided, however Tenant shall have the
right to assign this Lease to an affiliate of Tenant without Landlord’s
consent.


15.           Notice And Place Of Payment.


(a)           All rent and other
payments required to be made by Tenant to Landlord (to the extent not paid
pursuant to that certain Escrow Agreement of even date herewith between
Landlord and Tenant (the “Escrow Agreement”))
shall be delivered or mailed to Landlord’s management agent at the address set
forth below or any other address Landlord may specify from time to time by
written notice given to Tenant.


(b)           All payments
required to be made by Landlord to Tenant shall be delivered or mailed to
Tenant at the address set forth in Paragraph 14(c) hereof or at any other
address within the United States as Tenant may specify from time to time by
written notice given to Landlord.


(c)           Any notice, demand or
request required or permitted to be given under this Lease or by law shall be
deemed to have been given if reduced to writing and mailed by Registered or
Certified mail, postage prepaid, to the party who is to receive such notice,
demand or request at the address set forth below or at such other address as
Landlord or Tenant may specify from time to time by written notice.  When delivering such notice,



 7
 






 



 


demand or
request shall be deemed to have been given as of the date it was so delivered
or mailed.


	
  Landlord:

  	
   

  	
  Tenant:

  
	
  BEHRINGER
  HARVARD PACES WEST, LLC 15601 Dallas Parkway, Suite 600

  Addison, Texas 75001

  Attention: Jon Dooley

  Telephone: 214/655-1600

  Facsimile: 214/ 655-1610

  	
   

  	
  GA-PACES, L.L.C.

  % Equity Office Management, L.L.C.

  Two North Riverside Plaza

  Suite 2100

  Chicago, Illinois 60606

  Attention: Megan McCann

  Telephone: 312/466-3455

  Facsimile: 312/930-8487

  
	
   

  	
   

  	
   

  
	
  With copies to:

  	
   

  	
  With copies to:

  
	
   

  	
   

  	
   

  
	
  Powell &
  Coleman, L.L.P.

  8080 North Central Expressway

  Suite 1380

  Dallas. Texas 75206

  Attention: Lester V. Baum

  Telephone: 214/890-7117

  Facsimile: 214/373-8768

  	
   

  	
  GA-Paces, L.L.C.

  % Equity Office Management, L.L.C.

  Two North Riverside Plaza

  Suite 2100

  Chicago, Illinois 60606

  Attention: Alec L. Rubenstein, Esq.

  Telephone: 312/466-3569

  Facsimile: 312/279-9882

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DLA Piper Rudnick Gray Cary US LLP

  203 North LaSalle Street

  Suite 1900

  Chicago, Illinois 60601

  Attention: Ross Green

  Telephone: 312/368-2132

  Facsimile: 312/630-5307

  



 


16.           Occupancy, Condition of
the Premises, Landlord’s Indemnification.  Notwithstanding, anything contained in this
Lease to the contrary, Landlord hereby acknowledges that Tenant shall:
(i) have no right to take occupancy of the Premises, (ii) have no
obligation to maintain the Premises and/or repair or replace any damage to the
Premises, and (have no obligation to obtain property or liability insurance
with respect to the Premises.  Landlord
shall indemnify, defend (with counsel reasonably acceptable to Tenant) and hold
Tenant and its employees, officers, members, shareholders, managers, directors
and agents harmless from and against any and all loss, cost, expense,
liability, damage, cause of action or claim (including, without limitation,
attorneys’ fees incurred in connection therewith) arising out of or resulting
from any claim in connection with the Premises (other than in connection with
Tenant’s obligation to pay Rent pursuant to this Lease),



 8
 






 



including, without
limitation, Landlord’s right of entry upon of the Premises as provided for in
this Lease, and such indemnity shall survive the any termination of this Lease;
provided, however, in no event shall Landlord be liable for any damages
relating to any occurrence prior to the Effective Date.  


17.           Miscellaneous General Provisions.


(a)           Payments Deemed Rent.  Any amounts of money to be paid by Tenant to
Landlord pursuant to the provisions of this Lease, shall be deemed rent for
purposes of this Lease; and any failure to pay any of same as provided in
Paragraph 11(a) hereof shall entitle Landlord to exercise all of the
rights and remedies afforded hereby or by law for the collection and
enforcement of Tenant’s obligation to pay rent. 
Tenant’s obligation to pay any such rent pursuant to the provisions of
this Lease shall survive the expiration or other termination of this Lease and
the surrender of possession of the Premises after any holdover period.


(b)           Estoppel Letters.  Not more than two times during the Term,
Tenant shall, within twenty (20) days following written request from Landlord,
execute, acknowledge and deliver to Landlord or to any lender, purchaser or
prospective lender or purchaser designated by Landlord a written statement
certifying (i) that this Lease is in full force and effect and unmodified
(or, if modified, stating the nature of such modification), (ii) the date
to which rent has been paid, (iii) that there are not, to Tenant’s
knowledge, any uncured defaults (or specifying such defaults if any are
claimed); and (iv) such further matters as may be requested by
Landlord.  Any such statement may be
relied upon by any prospective purchaser or mortgagee of all or any part of the
Property.  Tenant’s failure to deliver
such statement within such period shall be conclusive upon Tenant that this
Lease is in full force and effect and unmodified, and that there are no uncured
defaults in Landlord’s performance hereunder.


(c)           Claims for Fees.  Each party hereto shall indemnify and hold
harmless the other party for any and all liability incurred in connection with
the negotiation or execution of this Lease for any real estate broker’s
commission or finder’s fee which has been earned by a real estate broker or
other person on such party’s behalf.


(d)           Applicable Law.  This Lease and all matters pertinent thereto
shall be construed and enforced in accordance with the laws of the State of
Georgia.


(e)           Entire Agreement.  This Lease, including all Exhibits, Riders
and Addenda, constitutes the entire agreement between the parties hereto and
may not be modified except by an instrument in writing executed by the parties
hereto.


(f)            Binding Effect.  This Lease and the respective rights and
obligations of the parties hereto shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto as well as the parties
themselves; provided, however, that (i) Landlord, its successors and assigns
shall be obligated to perform Landlord’s covenants under this Lease only during
and in respect of their successive periods as Landlord during



 9
 






 



 


the term of
this Lease, and (ii) Landlord’s rights and obligations under the Escrow
Agreement shall at all times be assigned to, and assumed by, any party assuming
Landlord’s obligations under this Lease.


(g)           Severability.  If any provision of this Lease shall be held
to be invalid, void or unenforceable, the remaining provisions hereof shall not
be affected or impaired, and such remaining provisions shall remain in full
force and effect.


(h)           No Partnership.  Landlord shall not, by virtue of the
execution of this Lease or the leasing of the Premises to Tenant, become or be
deemed a partner of Tenant in the conduct of Tenant’s business on the Premises
or otherwise.


(i)            Headings, Gender, etc.  As used in this Lease, the word “person” shall mean and include, where
appropriate, an individual, corporation, partnership or other entity; the
plural shall be substituted for the singular, and the singular for the plural,
where appropriate; and words of any gender shall include any other gender.  The topical headings of the several
paragraphs of this Lease are inserted only as a matter of convenience and
reference, and do not affect, define, limit or describe the scope or intent of
this Lease.


(j)            Waiver of Jury.  To the extent permitted by law, Tenant hereby
waives any right it may have to a jury trial in the event of litigation between
Tenant and Landlord pertaining to this Lease.


(k)           Allocation of Rent.  Landlord and Tenant agree that no portion of
the Rent paid by Tenant during the portion of the term of this Lease occurring
after the expiration of any period during which such rent was abated shall be
allocated by Landlord or Tenant to such rent abatement period, nor is such rent
intended by the parties to be allocable to any abatement period.


(l)            Right to Change Building Name and Address.  Landlord reserves the right to change the
name or street address of the Building.


(m)          Requirement of Identification.  Landlord, or its contractor(s), may require
all persons entering or leaving the Building during such hours as Landlord may
reasonably determine, to identify themselves by registration or otherwise, and
to establish their right to leave or enter, and to exclude or expel any
peddler, solicitor or beggar at any time from the Property, the Premises or the
Building.


(n)           Reserved Areas, Light and Air.  This Lease does not give Tenant any right to
use, and Landlord hereby excludes and reserves for its sole and exclusive use,
the following areas in and about the Premises: 
janitor closets, stairways and stairwells, fan, mechanical, electrical,
telephone and similar rooms (other than those installed for Tenant’s exclusive
use); elevator, pipe and other vertical shafts, flues and ducts; all areas
above the acoustical ceiling and below the finished floorcovering installed in
the



 10
 






 



 


Premises; all
other structural or mechanical elements serving other areas of the Building;
and all subterranean, mineral, air, light and view rights.


(o)           Limitation of Landlord’s Personal Liability.  Tenant specifically agrees to look solely to
Landlord’s interest in the Property for the recovery of any judgment against
Landlord, it being agreed that Landlord (and its partners and shareholders)
shall never be personally liable for any such judgment.


(p)           Execution by Landlord.  Submission of this instrument to Tenant, or
Tenant’s agents or attorneys, for examination or signature does not constitute
or imply an offer to lease, reservation of space, or option to lease, and this
Lease shall have no binding legal effect until execution hereof by both
Landlord and Tenant.


(q)           Time of Essence.  Time is of the essence of this Lease and each
of its provisions.



 11















 


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


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
  BEHRINGER
  HARVARD PACES WEST, LLC, a Delaware limited liability
  company

  	
   

  	
  GA-PACES, L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  Equity Office Management, L.L.C., a

  Delaware limited liability company,

  its non-member manager

  
	
   

  	
  Name of Officer:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name of Officer:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
													



 


Exhibits

A)           Legal Description









 



 


EXHIBIT A


PACES
WEST LEGAL DESCRIPTION


[TO BE
ADDED LATER]















 


 


EXHIBIT T


HOLDBACK
AGREEMENT

One Paces West and Two Paces West, Atlanta, Georgia


HOLDBACK
ESCROW AGREEMENT


THIS
HOLDBACK ESCROW AGREEMENT (this “Agreement”) is made as of the       day
of April, 2006 (“Contract Date”) by and among GA-PACES, L.L.C., a Delaware limited liability company (“Seller”), BEHRINGER
HARVARD PACES WEST, LLC, a Delaware limited liability company (“Buyer”), and COMMONWEALTH
LAND TITLE INSURANCE COMPANY (“Escrowee”).


R E C I T A L S:


A.            Seller and Buyer have entered into
that certain Purchase and Sale Contract dated March       ,
2006 (the “Purchase Agreement”)
for the purchase and sale of the property more particularly described therein
(the “Property”).


B.            Buyer and Seller acknowledge that
the Purchase Agreement provides that Seller and Buyer shall enter into a Master
Lease (as defined in the Purchase Agreement) in which Seller shall pay to Buyer
rent in the monthly amount of $115,833.34 (which has been calculated by using
an annual per square foot rental rate of $10.96) for a period of twelve (12)
months commencing on the date that is thirty (30) days after the Effective Date
(as defined in the Maser Lease) and ending on April       ,
2007 [INSERT THE DATE THAT IS 12 MONTHS FROM THE EFFECTIVE DATE] (the “Expiration Date”).


C.            On the Contract Date Seller shall
deposit $1,390,000.00 from the proceeds of the sale of the Property into an
interest bearing escrow account with Escrowee (the “Escrow Account”) which funds shall be
held and disbursed pursuant to the terms and conditions of this Agreement (the “Holdback”).


NOW,
THEREFORE, in consideration of the foregoing recitals, the
mutual covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and as a condition of Buyer’s agreement to acquire the Property, the parties
hereto agree as follows:


1.             Incorporation
of Recitals.  The Recitals
are hereby incorporated into this Section 1 as if fully set forth herein.


2.             Escrow; Escrow Funds.


(a)           Escrowee hereby certifies
that it has received the full amount of the Holdback.  All funds deposited with Escrowee pursuant to
this Agreement and any interest earned thereon are hereinafter referred to
collectively as the “Escrow Funds”.



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Said Escrow Funds shall be invested by the Escrowee in Approved
Investments (as hereinafter defined) and all investment income and
appreciation, less the cost of the investment, shall accrue and remain in the
Escrow Account.


(b)           As used herein, “Approved Investments” shall mean a
federally insured money market account and allowing for withdrawal upon
demand.  Escrowee is authorized to sell
or otherwise realize upon such investments at any time and from time to time
when funds are required for the purposes of this Agreement.  All risk of loss or diminution in interest or
appreciation upon such investments shall become a part of the Escrow Funds.


3.             Appointment
of Escrowee.  Seller and
Buyer hereby appoint Escrowee as escrowee pursuant to the terms of this
Agreement and Escrowee hereby accepts said appoint­ment pursuant to the terms
hereof.  The parties agree that Escrowee
shall act in accordance with the joint written direction of Seller and Buyer
only, unless otherwise provided herein.


4.             Term.  The obligations of Escrowee under this
Agreement shall terminate on the earlier to occur of:  (a) complete disbursement of the Escrow
Funds pursuant to Paragraph 5 hereof, or (b) tender of the Escrow Funds
into a court of competent jurisdiction as permitted by Paragraph 9 hereof.
Upon such termination, Escrowee shall be relieved from all duties, obligations,
liabilities and respon­sibilities hereunder other than those that accrued prior
thereto.


5.             Disbursement
of Escrow Funds.


(a)           Commencing on the
date that is thirty (30) days after the Contract Date, Escrowee shall disburse
$115,833.34 (“Monthly Rent”) to
Buyer, pursuant to written directions provided by Buyer to Escrowee prior to
the date of such initial disbursement, and shall continue to make such payments
of Monthly Rent on the same date thereafter including on the Expiration
Date.  Notwithstanding the foregoing,
upon written notice from Seller and Buyer to Escrowee, the Monthly Rent
disbursed to Buyer pursuant to this Agreement, shall be reduced on (1) the rent
commencement date under each Qualifying Lease (as defined in the Master Lease),
by an amount (appropriately prorated with respect to any partial month) equal
to the lesser of (i) one-twelfth (1/12) of the product of the area of the space
leased and $10.96 and (ii) the monthly base rent payable during the applicable
month under said Qualifying Lease; and/or (2) on the date of a fire or casualty
in which the Premises (as defined in the Master Lease) is not substantially
destroyed (which, as used herein, means destruction or damage to at least seventy-five
percent (75%) of the Building) until the damaged part of the Premises is
reconstructed or restored (if such damaged part of the Premises is
reconstructed or restored at Landlord’s (as defined in the Master Lease) sole
cost and expense), by an amount equal to the proportion by which the
approximate area of the damaged part bears to the total area in the Premises;


(b)           If either party
terminates the Master Lease pursuant to the terms and conditions set forth
therein (the “Master Lease Termination
Date”), then this Agreement shall
terminate on the Master Lease Termination Date, and upon written notice from
Seller to Escrowee, any funds remaining in the Holdback shall be immediately
released to Seller without any further action or direction by Buyer;



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(c)          At any time, the parties may deliver
joint written instructions to Escrowee regarding the disbursement of all or a
portion of the Holdback.


6.             Termination of Escrow Account.  If any Escrow Funds remain in the Escrow
Account following the termination or expiration of the Master Lease, Buyer
promptly shall deliver written notice to Escrowee authorizing Escrowee to
release all of the Escrow Funds remaining in the Escrow Account to or at the
written direction of Seller.


7.             Fees and Expenses.  Seller and Buyer each agree to pay one-half
of the fees and expenses of this escrow.


8.             Escrowee’s Liability.  The Escrowee (a) shall be entitled to act
upon the joint written instructions from Seller and Buyer as provided in this
Agreement not only as to its due execution and the validity and effectiveness
of its provisions but also to the truth and accuracy of any information therein
contained which the Escrowee shall in good faith believe to be genuine and to
have been signed by a proper person or persons; (b) may consult independent
counsel of its choice in respect of any question relating to its duties or
responsibilities under this Agreement and shall not be liable for any action
taken or omitted in good faith; (c) shall be under no obligation to institute
or defend any action, suit or legal proceeding in connection herewith or to
take any other action likely to involve the Escrowee in expense, unless first
indemnified to the Escrowee’s satisfaction; (d) shall have no responsibilities
or obligations with respect to the maintenance of the value of the Escrow
Funds; (e) shall not be bound by any amendment to this Agreement or by any
other agreement between Seller and Buyer except with the Escrowee’s written
consent; and (f) shall have only such duties and responsibilities as are
expressly set forth in this Agreement and shall deliver the Escrow Funds only
as provided herein.


9.             Action for Interpleader.  Notwithstanding anything in this Agreement to
the contrary, in the event of a dispute between any of the parties to this
Agreement arising prior to or at the time of termination of this Agreement,
which dispute shall be sufficient, in the discretion of Escrowee, to justify so
doing, Escrowee shall be entitled to tender the Escrow Funds into the registry
or custody of a court of competent jurisdiction in Cobb County, Georgia,
together with such legal pleadings as it may deem appropriate, and thereupon
Escrowee shall be discharged from all further duties, obligations, liabilities,
and responsibility as Escrowee.  All
costs and expenses incurred by Escrowee in taking any action pursuant to this
paragraph shall be covered and paid pursuant to the indemnification of Escrowee
contained in Paragraph 10 hereof.


10.           Indemnification.  Seller and Buyer jointly and severally agree
to indemnify, defend and hold harmless Escrowee from and against and in respect
of any and all demands, judgments, expenses, costs, losses, injuries or claims
of any kind whatsoever, together with any and all attorneys’ fees in connection
therewith, whether existing on the date hereof or arising hereafter incurred by
Escrowee by reason of, from or in connection with this Agreement or any action
taken or not taken by Escrowee or in connection with this Agreement not arising
out of the gross negligence or willful misconduct of Escrowee.


11.           Governing Law.  This Agreement shall be governed and
construed under the laws of the State of Georgia.



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12.           Notices.  Any notice required or permitted hereunder
shall be in writing and shall be given in accordance with the Purchase
Agreement.


13.           Waiver; Cumulative Rights and Remedies.  No forbearance on the part of either party in
enforcing their respective rights under this Agreement shall constitute a
waiver or a forfeiture of any rights or remedies of such party under this Agreement.  Each right and remedy of any party hereunder
shall be cumulative and not exclusive and shall be in addition to every other
right and remedy of such party under this Agreement and at law and in equity.


14.           Headings; Separability of Provisions; Counterparts.  The headings for the various Paragraphs
herein are for reference only and are not part of this Agreement.  If any term or provision of this Agreement or
any application thereof shall be invalid or unenforceable, the remainder of
this Agreement and any other application of such term or provision shall not be
affected thereby.  All words used shall
be understood and construed of such gender or number as circumstances may
require.  This Agreement may be executed
in counterparts, all of which when taken together shall constitute a single
instrument.


15.           Binding Effect; Assignment.  This Agreement shall be binding upon the
Seller, Buyer and Escrowee and their respective permitted successors and
assigns.  This Agreement may not be
assigned by any party to this Agreement without the other parties’ consent.


16.           Facsimile.  Counterparts to this Agreement may be
executed and delivered by facsimile transmission, and for purposes of this
Agreement signatures transmitted by facsimile shall be deemed to be original
signatures.



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IN
WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date set forth above.


	
  

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GA-PACES, L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Equity Office Management, L.L.C., a

  Delaware limited liability company,

  its non-member manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name of Officer:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUYER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BEHRINGER HARVARD PACES WEST, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name of Officer:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESCROWEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMMONWEALTH LAND TITLE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
													



 



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