Common use of Purchase and Sale of Property Clause in Contracts

Purchase and Sale of Property. On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to convey, transfer and assign to Purchaser, on the Closing Date (as defined in Section 3 below), Seller's entire right, title and interests in and to the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to convey, transfer and assign to Purchaser, on the Closing Date (as defined in Section 3 below), Seller's entire right, title and interests in and to the Property for an aggregate amount equal to Four Five Million Forty-Four Three Hundred Sixteen Thousand Eighty-Two Three Hundred Forty and 12/100 53/100 Dollars ($4,044,082.12)(the 5,316,340.53) (the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million Three Hundred Thousand and no/100 Dollars ($1,000,000.001,300,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Four Million Sixteen Thousand Three Million Forty-Four Thousand Eighty-Two Hundred Forty and 12/100 53/100 Dollars ($3,044,082.12) 4,016,340.53). The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Texas Subordinated, LLC ("AH Subordinated"), an Subordinated"),an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan Texas CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 63,626.89 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 662,221.27 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Seller hereby agrees and Seller shall sell to conveyPurchaser (a) a certain parcel of real estate (the “Real Property”) in the City of Minneapolis, transfer County of Hennepin, State of Minnesota, which parcel is more particularly described in attached Exhibit A, and assign upon which is located an office building commonly known as “US BANCORP CENTER;” (b) all rights, privileges and easements appurtenant to Purchaserthe Real Property, including all water rights, mineral rights, development rights, air rights, reversions or other appurtenances to said Real Property, and all right, title, and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley or right-of-way, open or proposed, adjacent to or abutting the Real Property; (c) all buildings, structures and improvements situated on the Real Property, including, without limitation, that certain office building containing approximately 929,694 square feet of rentable floor area, all parking areas and other amenities, and all apparatus, elevators, escalators, built-in appliances, equipment, pumps, machinery, plumbing, heating, air conditioning, electrical and other fixtures located on the Real Property (collectively the “Improvements”); (d) Seller’s right, title and interest in and to the leases, occupancy agreements and license agreements affecting the Property or any part thereof described on Exhibit Q (collectively, the “Leases”); (e) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Real Property and used in connection therewith (the “Tangible Personal Property”), including, without limitation, the items set forth and described in the list attached hereto as Exhibit B, (f) all right, title and interest of Seller under any and all of the maintenance, service and other like contracts and agreements with respect to the maintenance and operation of the Property (excluding contracts affecting the Property and other properties) (the “Service Contracts”), a list of which is attached hereto as Exhibit C (the contracts and agreements which are excluded because they affect other properties being denoted as “(National Contract)” on Exhibit C); and (g) to the extent assignable, all right, title and interest of Seller (if any) in and to the plans and specifications with respect to the Improvements, any guarantees, trademarks, rights of copyright, warranties or other rights solely related to the ownership of or use and operation of the Real Property, Tangible Personal Property, or Improvements, and all governmental licenses and permits associated with the Real Property, Tangible Personal Property, and Improvements, including any rights, if any, in the name “U.S. Bancorp Center” and the logo therefor, if any. Items (a) through (g) above, are collectively referred to in this Agreement as the “Property”; provided, however, the term “Property” expressly excludes (i) all trade fixtures and personal property owned by tenants or other users or occupants of the Property, (ii) all rights with respect to any refund of taxes applicable to the period prior to Closing Date (as defined in Section 3 4 below), Seller's entire right(iii) all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below), title and interests (iv) all property in and to the management office of the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two owned by the Property Manager (hereinafter defined) and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) identified on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by SellerExhibit B-1 attached hereto, and (bv) on all trademarks, tradenames, rights of copyright and other intangible property in any way not relating to the Closing Dateownership of or use and operation of the Property (including, Purchaser shall deliver to Seller a promissory note (the "Note") substantially without limitation, rights in the form of Exhibit C attached heretonames “Equity Office”, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser“EOP”, and (b) by AH CGP“MN-Nicollet Mall, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated L.L.C.” and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreementany logos therefor.

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Sellers and Sellers shall sell to Purchaser certain parcels of real estate owned by the parties set forth on Exhibits A-1 and A-2 attached hereto (each a “Real Property” and together the “Real Properties”), together with: (a) all buildings, structures, and improvements owned by Sellers and located on the Real Property (the “Improvements”); (b) any and all of Sellers’ easements, benefits, rights, interests and privileges appertaining to the Real Properties or Improvements, including, without limitation, all right, title and interest of Sellers in, to and under (1) the Declaration (as defined in that certain letter of even date herewith from Sellers to Purchaser and countersigned by Purchaser (the “Company Disclosure Letter”)), and (2) the Larrabee Garage Declaration (as defined in the Company Disclosure Letter); (c) all right, title and interest of Sellers in and to all leases, subleases, licenses, concessions, occupancy agreements and other agreements affecting the Real Properties or any part thereof (“Leases”) which are in effect as of the Closing Date (the “Assignable Leases”) (a list of the tenants under the Leases in effect as of the Effective Date is attached as Exhibit B-1 to the Company Disclosure Letter), including the right to all security deposits and other amounts and instruments deposited pursuant to the terms of the Assignable Leases (a list of the security deposits and other amounts and instruments held by Sellers under the Leases is attached as Exhibit B-2 to the Company Disclosure Letter (the “Security Deposits”)); (d) all furniture, furnishings, fixtures, equipment, machinery, supplies and other tangible personal property owned by Sellers, located on the Real Properties and used solely in connection therewith including, without limitation, any logos, designs, internet domain names, websites, social media accounts and telephone exchange numbers but specifically excluding (i) any and all computer hardware and software, (ii) any item containing a logo, name or xxxx identifying Sellers or Sellers’ Affiliates (as defined in Section 10 below) and (iii) the items set forth on Exhibit B-3 (the “Tangible Personal Property”); (e) to the extent assignable, all right, title and interest of Sellers in and to (1) any and all licenses, permits and other written authorizations consents, variances, waivers, approvals and the like from any Governmental Authority(as defined in Section 9.1 below) or quasi-governmental entity or instrumentality affecting the ownership, operation or maintenance of the Property and the Garage Conversion (as defined in the Company Disclosure Letter) (the “Licenses and Permits”), (2) any plans and specifications and (3) any guaranties and warranties, to the extent that the foregoing are owned by Seller hereby agrees (the “Warranties”); (f) all right, title and interest of Sellers under any maintenance, service, advertising, utility and other contracts with respect to conveythe operation of the Real Property and Improvements (“Service Contracts”), transfer and assign which are in effect as of the Closing Date (but excluding (i) Service Contracts designated as “National” or “Regional”, (ii) Service Contracts which are not freely assignable, (iii) property management agreements and leasing brokerage agreements, including without limitation, the Brokerage Agreements, and (iv) those Service Contracts listed on Exhibit C-3 of the Company Disclosure Letter (the “Declined Service Contracts”)) (“Assignable Service Contracts”) (a list of Service Contracts in effect as of the Effective Date are attached as Exhibits C-1 and C-2 of the Company Disclosure Letter); and (g) all right, title and interest of Sellers under any contracts for work or improvements at the Property (“Construction Contracts”), and which are in effect as of the Closing Date (but excluding Construction Contracts which are not freely assignable) to Purchaser, on the extent that work thereunder is not completed as of the Closing Date (“Assignable Construction Contracts”) (lists of Construction Contracts in effect as of the Effective Date are attached as Exhibits D-1 and D-2 of the Company Disclosure Letter); all to the extent applicable to the period from and after the Closing Date (as defined in Section 3 4 below), Seller's entire right, title and interests in and ) (except as expressly set forth to the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price")contrary in this Agreement. The Purchase Price shall be paid to Seller as follows: Items (a) on through (g) above, together with the Closing Date Purchaser shall pay Seller Real Property, are collectively referred to in this Agreement as the sum (“Property”; provided, however, the "Cash Portion") term “Property” expressly excludes all property owned by property associations or tenants or other users or occupants of One Million and no/100 Dollars ($1,000,000.00)the Property, which Cash Portion shall be paid by wire transfer all rights with respect to any refund of immediately available funds taxes applicable to an account designated by Seller, and (b) on any period prior to the Closing Date, Purchaser shall deliver all rights to Seller a promissory note (the "Note") substantially any insurance proceeds or settlements for events occurring prior to Closing and all property in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment management offices of the Note and Property owned by the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied Property Manager (a) by AH Michigan Subordinated, LLC ("AH Subordinated"as defined in Section 4.1 below), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On Upon the terms and subject to the conditions hereinafter set forth in this Agreementforth, Seller hereby agrees to convey, transfer sell and assign convey to Purchaser, and Purchaser agrees to purchase from Seller, the following (collectively, the “Property”): (a)(i) that certain parcel of real property designated as Fairfax County Tax Map Parcel 16-3((1)) 29C1 (“Parcel 29C1”), as more particularly described in Exhibit A attached hereto (the “Land”) and any and all improvements thereon, whether now existing or hereinafter constructed, and appurtenances thereto, known as Waterview I, and containing approximately 501,884 square feet of ground area, approximately 11.52167 acres of land, 420,725 FAR square feet of density, and approximately 404,665 net square feet of rentable area in a thirteen (13) story office building (the “Building”), (ii) a six (6) story parking garage (the “Parking Garage”) containing approximately 1575 parking spaces therein and located adjacent to the Building on the Closing Date Land, (iii) all mineral, oil and gas rights, water rights, sewer rights and other utility rights allocated to the Land, (iv) all appurtenances, easements, licenses, privileges and other property interests belonging or appurtenant to the Land, including, without limitation, all of Seller’s rights pursuant to the Association Declaration (as defined in Section 3 belowthe Lease), Seller's entire as may be amended from time to time as may be provided for therein, (v) all right, title and interests interest of Seller in and to any roads, streets and ways, public and private, serving the Property for an aggregate amount equal Land (including, without limitation, all rights to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars develop the Land granted by governmental entities having jurisdiction over said Land from time to time) ($4,044,082.12)(the "Purchase Price"collectively, the “Real Property”). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and ; together with (b) on all Leases, if any, for any portion of the Closing DateReal Property; together with (c) all existing or hereafter acquired furniture, Purchaser shall deliver to furnishings, fixtures equipment, inventory and other tangible personal property owned by Seller a promissory note and located at or used in connection with the Real Property, and all replacements, substitutions, additions, accessions, parts, repairs and modifications thereto, and all products and proceeds thereof (collectively, the "Note"“Tangible Personal Property”); together with (d) substantially in the form of Exhibit C attached hereto, payable all intangible property owned by Seller or affecting or relating to the order Real Property or Tangible Personal Property (including, without limitation, all refundable tenant security and other deposits, if any, and interest thereon), all licenses, permits, accounts, authorizations, approvals, certificates of occupancy and other consents and approvals necessary for the current use and operation of the Property, and all right, title and interest of Seller in all transferable warranties (including, without limitation, all warranties and guaranties related to the original principal amount construction of Three Million Fortyimprovements on the Property), telephone exchange numbers, trade names (except that the right to use the trade name “Waterview at Woodland Park” shall be non-Four Thousand Eighty-Two exclusive with that of Seller), plans and 12/100 Dollars ($3,044,082.12) The repayment specifications and development rights related to any of the Note foregoing) (collectively, the “Intangible Personal Property”) (it being understood, however, that to the extent any such Intangible Personal Property is indivisible between Waterview I and Waterview II/III (e.g., a permit that is applicable to both), the obligations of Property so conveyed to Purchaser under this Agreement shall contain such item of Intangible Personal Property as properly and lawfully divided by Seller and equitably apportioned with respect to the Development Agreement shall be guarantied applicable parcels until conveyed to Purchaser, if at all. The rentable square footage of the Building (athe “Rentable Area”) by AH Michigan Subordinated, LLC is calculated in accordance with the BOMA Standard ("AH Subordinated"as defined in the Lease), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in is hereby stipulated to by Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. Seller ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case unless another measurement is agreed to pursuant to a non-recourse Guaranty (the "Guaranty"Lease prior to the Closing Date), with all of . Notwithstanding anything to the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained contrary herein, Seller shall be solely responsible not convey to Purchaser, and Purchaser does not hereby assume, any obligations of Seller with respect to the Required Improvements, except with respect to any ongoing obligations required of users with respect to transportation management strategies, as provided for all closing costs in connection with the transaction contemplated by this Agreement Proffers and Development Conditions (the "Closing Costs"“Transportation Strategies”). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to convey, transfer and assign to Purchaser, on the Closing Date (as defined in Section 3 below), Seller's entire right, title and interests in and to the Property for an aggregate amount equal to Four Two Million FortyNine Hundred Two Thousand Seven Hundred Seventy-Four Thousand Eighty-Two six and 12/100 .97/100 Dollars ($4,044,082.12)(the 2,902,776.97) (the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.001,000,000), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three One Million FortyNine Hundred Two Thousand Seven Hundred Seventy-Four Thousand Eighty-Two six and 12/100 .97/100 Dollars ($3,044,082.12) 1,902,776.97). The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan North Carolina Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan North Carolina CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 0 as of February 28, 1998ofthe date hereof) and accrued developer's fees payable by Seller to BLCI ($483,145.24 231,195.30 as of February 28, 1998the date hereof), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from each Seller hereby agrees and each Seller shall sell to conveyPurchaser those certain parcels of real estate (collectively, transfer the "Real Property") more particularly described in attached Exhibit A, together with (a) all buildings and assign improvements thereon owned by each Seller, and any and all of each Seller’s rights, easements, licenses and privileges presently thereon or appertaining thereto (collectively, the "Improvements"); (b) each Seller’s right, title and interest in, to Purchaserand under all leases, occupancy agreements and license agreements affecting the Real Property or any part thereof, including all amendments and modifications thereto and all guarantees thereof and amendments thereto, which are listed in Exhibit H attached hereto and all other leases, occupancy agreements and license agreements entered into in accordance with this Agreement after the Effective Date (collectively, the "Leases") and all deposits, including security deposits, and prepaid rent, if any, thereunder; (c) all furniture, furnishings, fixtures, equipment and other tangible personal property owned, but not leased, by each Seller and either located on the Real Property or used solely in connection therewith, but specifically excluding any and all computer hardware and software (collectively, the "Tangible Personal Property"); and (d) each Seller’s right, title and interest, to the extent transferable, in and to (i) all approvals, entitlements, licenses, permits and the right to use the name, (A) in the case of TPG Great Hills, "Great Hills Plaza", (B) in the case of TPG-Westech, "Westech 360") and (C) in the case of TPG-Park 22, "Park Centre" and (ii) to the extent in a 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 a Seller or its affiliates) (collectively, the "Intangible Personal Property"). Items (a) through (d) above, together with the Real Property, are referred to collectively as the "Property" (individually or collectively, as the context so requires). Notwithstanding the foregoing, 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 3 4 below), Seller's entire rightall rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below), title and interests all property in and to the management offices of the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars owned by the Property Manager ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00hereinafter defined), which Cash Portion shall be paid by wire transfer and all rights with respect to any refund of immediately available funds electricity taxes applicable to an account designated by Seller, and (b) on any period prior to the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Seller hereby agrees and Seller shall sell to conveyPurchaser those certain parcels of real estate (the “Real Property”), transfer in the City of Emeryville, County of Alameda, State of California, which parcels are more particularly described in attached Exhibit A and assign upon which is located an office building commonly known as “EMERYVILLE OFFICE TOWER IV,” together with (a) all buildings and improvements located thereon, and any and all of Seller’s rights, easements, licenses and privileges presently thereon or appertaining to Purchasereach of the foregoing parcels, excluding any property owned by tenants (the “Improvements”); (b) Seller’s right, title and interest in and to the leases, occupancy agreements and license agreements affecting the Real Property or any part thereof (the “Leases”); (c) 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”), lists of which are attached hereto as Exhibit B; (d) 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”), lists of which are attached hereto as Exhibit C; all to the extent applicable to the period from and after the Closing Date (as defined in Section 3 4 below), Seller's entire right, title and interests in and except as expressly set forth to the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price")contrary in this Agreement. The Purchase Price shall be paid to Seller as follows: Items (a) on through (d) 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 Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00as defined in Section 4 below), which Cash Portion shall be paid by wire transfer of immediately available funds all rights to an account designated by Seller, any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below) and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially all property in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment management office of the Note and Property owned by the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied Property Manager (a) by AH Michigan Subordinated, LLC ("AH Subordinated"as hereinafter defined), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Seller hereby agrees and Seller shall sell to conveyPurchaser a certain parcel of real estate (the "Real Property") in the City of Xxx Arbor, transfer County of Washtenaw, State of Michigan, which parcel is more particularly described in attached Exhibit A, and assign upon which is located three office buildings commonly known as "Burlington Office Park," together with (a) all buildings, parking areas and improvements owned by Seller, and any and all of Seller's rights, easements, licenses and privileges presently thereon or appertaining thereto (the "Improvements"); (b) Seller's right, title and interest in and to Purchaserthe leases affecting the Property or any part thereof (the "Leases"); (c) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Property and used solely in connection therewith (the "Tangible Personal Property"), a list of which is attached hereto as Exhibit B; (d) all right, title and interest of Seller under any and all of the maintenance, service and other like contracts and agreements with respect to the ownership and operation of the Property (the "Service Contracts"), a list of which is attached hereto as Exhibit C; and (e) the interest of Seller in all security deposits paid by tenants under the Leases that are listed on Exhibit O attached hereto and which are not applied by Seller in accordance Section 4.3.4 below between the date of this Agreement and Closing (the "Security Deposits"); all to the extent applicable to the period from and after the Closing (as defined in Section 4 below), except as expressly set forth to the contrary in this Agreement. Items (a) through (e) above, together with the Real Property, are collectively referred to in this Agreement as the "Property." 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 3 4 below), Seller's entire right, title and interests in all computers and to the Property for an aggregate amount equal to Four Million Fortycomputer-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially related equipment in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment management office of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development AgreementProperty.

Purchase and Sale of Property. On Seller agrees to sell, convey and/or assign and Buyer agrees to purchase and/or take by assignment, on the terms and subject to the conditions hereinafter set forth in this Agreementforth, Seller hereby agrees to convey, transfer and assign to Purchaser, on the Closing Date (as defined in Section 3 below), all of Seller's entire ’s right, title and interests interest in and to that certain building and all other structures, improvements, parking areas, landscaping improvements and other amenities (collectively, the Property “Improvements”) situated on and together with those certain tracts or parcels of land more particularly described on Exhibit B attached hereto (collectively the “Land”), with common names and street addresses as contained on Exhibit A, and subject to and including the following; a. subject to the terms of (i) a space lease with Seller (or Seller’s designee) as tenant for an aggregate amount equal the premises currently occupied by Seller (or its affiliate) to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid leased back by Seller at Closing, such lease to Seller be in the form substantially the same as follows: (a) on the Closing Date Purchaser shall pay Seller the sum Exhibit C (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00“Space Lease”), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (bii) on all third party leases as further described in the Closing Date, Purchaser shall deliver to Seller a promissory note rent roll attached as Exhibit D an incorporated herein by reference (the "Note") substantially in the form of Exhibit C attached hereto“Third Party Leases”); b. including all rights, payable privileges, and easements appurtenant to the order Improvements, including all water and air rights, rights of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinatedway, LLC ("AH Subordinated")roadways, an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGPparking areas, Inc. ("AH CGP")roadbeds, an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaserdrainage rights, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs alleyways or other appurtenances used in connection with the transaction contemplated Improvements and the Land; and c. including all personal property, if any, now owned or hereafter acquired by this Agreement (the "Closing Costs"). In addition Seller and located on or to the Purchase Price, Purchaser shall assume and agrees to pay, be located on or in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date or used in connection with the development Improvements or the Land (collectively, the “Personal Property”). Buyer and construction of Seller acknowledge and agree that the Facility which have not been paid Personal Property to be conveyed with the Franciscan Health Port Clinic in Tacoma, Washington (described as of item 1 on Exhibit A) is itemized and valued as specifically set for in the Closing Dateattached Schedule 1. The leasehold interests the Space Lease and the Third Party Leases, which coststhe fee interest in the Land, expenses the Improvements and obligations includethe Personal Property, but and the rights and privileges described above are not necessarily limited to, retainage held back from collectively referred to herein as the Contractor pursuant “Property” or the “Properties.” Notwithstanding the foregoing or anything in this Agreement to the Construction Contract contrary, Buyer and Seller hereby acknowledge and agree that the sale of certain Properties ($99,609.40 as of February 28, 1998the “Approval Properties”) requires approval from Catholic Health Care Federation (the “Approval”) and accrued developer's fees payable by Seller to BLCI that the sale of certain other Properties, does not require the Approval ($483,145.24 as of February 28, 1998the “Non-Approval Properties”), and agrees to reimburse Seller for the Closing Costs in accordance with the terms all as more particularly described on Schedule 2 attached hereto. As of the Development Agreement.the

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Seller hereby agrees and Seller shall sell to conveyPurchaser all of Seller’s right, transfer title and assign interest (the “Leasehold Interest”) as lessee under the lease (the “Ground Lease”) further described on Exhibit A-1 attached hereto, with respect to Purchasera certain parcel of real estate (the “Real Property”) in the City of Hoboken, County of Hxxxxx, State of New Jersey, which parcel is more particularly described on Exhibit A attached hereto and commonly known as “100 Xxxxx Xxxxxx”, together with: (a) Seller’s leasehold interest in all buildings and improvements located on the Real Property (the “Improvements”); (b) all right, title and interest of Seller in and to leases, occupancy agreements and license agreements affecting the Property or any part thereof (“Leases”; a list of the Leases in effect as of the Effective Date is attached hereto as Exhibit Q to that certain letter of even date herewith from Seller to Purchaser and countersigned by Purchaser (the “Company Disclosure Letter”)) which are in effect as of the Closing Date (the “Assignable Leases”); (c) all furniture, furnishings, fixtures, equipment and other tangible personal property (including, any hydraulic lift stakers for use in the garage) owned by Seller, located on the Real Property and used solely in connection therewith, but excluding (i) any and all computer hardware and software and (ii) any item containing a logo, name or mxxx identifying Seller or Seller’s Affiliates (as defined in Section 10), and excluding the items set forth on Exhibit B attached hereto (the “Tangible Personal Property”); (d) all right, title and interest of Seller under any maintenance, service, advertising and other contracts with respect to the operation of the Real Property and Improvements (“Service Contracts”), and which are in effect as of the Closing Date (but excluding (i) Service Contracts designated as “National” or “Regional”, (ii) Service Contracts which are not freely assignable and (iii) property management and leasing brokerage agreements) (“Assignable Service Contracts”) (a list of Service Contracts in effect as of the Effective Date is attached hereto as Exhibit C to the Company Disclosure Letter); (e) all right, title and interest of Seller under any contracts (“Construction Contracts”) for work or improvements at the Property (“Construction Work”), and which are in effect as of the Closing Date to the extent that work thereunder is not completed as of the Closing Date (“Assignable Construction Contracts”), but excluding Construction Contracts which are not freely assignable (the “Retained Construction Contracts”); a list of Construction Contracts in effect as of the Effective Date is attached hereto as Exhibit D to the Company Disclosure Letter, and (f) to the extent assignable, all right, title and interest of Seller in and to (i) all site plans, construction and development drawings, plans and specifications for or relating to the Property, if any, (ii) all sewer and water permits and licenses, building permits, certificates of occupancy, demolition and excavation permits, curb cut and right-of-way permits, drainage rights, permits, licenses and similar or equivalent private and governmental documents of every kind and character whatsoever pertaining or applicable to or in any way connected with the development, construction, ownership, or operation of the Property, if any, (iii) all warranties, guarantees, and bonds (express or implied) of any contractor, manufacturer, materialman or other third party pertaining or applicable to or in any way connected with the development, construction, ownership or operation of the Property, if any and (iv) all trade names and general intangibles relating to the Property, including, without limitation rights, if any, to the name “Waterfront Corporate Center I” but excluding the name of Seller or any of its affiliates or derivations thereof (collectively, the “Intangible Property”). Items (a) through (f) above, together with the Leasehold Interest, 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 3 4 below), Seller's entire right, title all rights to any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5 below) and interests all property in and to the management office of the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars owned by the Property Manager ($4,044,082.12)(the "Purchase Price"as defined in Section 4.1 below). The Purchase Price shall be paid to Seller as follows: parties hereto acknowledge that (a) on pursuant to the Closing Date Purchaser shall pay Seller Ground Lease, Ground Lessor has the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds right to consent to an account designated by Seller, assignment of the lessee’s interest in the Ground Lease and (b) on the Closing Date, obligation of the Seller and the Purchaser shall deliver to Seller a promissory note (the "Note") substantially in the form of Exhibit C attached hereto, payable close hereunder is conditioned upon Ground Lessor delivering written consent to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment assignment of the Note and Ground Lease from Seller to Purchaser. No later than five (5) Business Days after the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained hereinEffective Date, Seller shall be solely responsible deliver a written request to Ground Lessor under Section 17.2 of the Ground Lease for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition consent to the Purchase Priceassignment of the Ground Lease from Seller to Purchaser (“Ground Lease Consent”) and Purchaser covenants, promptly upon request by Seller, to provide to Seller and Ground Lessor such information (certified by an officer of Seller as true and correct) as Seller or Ground Lessor may require regarding the identity and financial condition of Purchaser, together with a binding written commitment that if Closing occurs, Purchaser shall assume and agrees to pay, in accordance with will engage a property manager meeting the terms requirements of Section 17.1 of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development AgreementGround Lease.

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Seller hereby agrees and Seller shall sell to conveyPurchaser a certain parcel of real estate (the “Real Property”) in the City of Bellevue, transfer County of King, State of Washington, which parcel is more particularly described on Exhibit A attached hereto and assign commonly known as “Tower 333”, together with: (a) all buildings and improvements owned by Seller and located on the Real Property (the “Improvements”); (b) any and all of Seller’s easements and privileges appertaining to Purchaserthe Real Property or Improvements; (c) all right, title and interest of Seller in and to leases, occupancy agreements and license agreements affecting the Property or any part thereof (“Leases”) which are in effect as of the Closing Date (the “Assignable Leases”); (d) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Property and used solely in connection therewith (the “Tangible Personal Property”), but excluding (i) any computer hardware and software, (ii) any item containing a logo, name or xxxx identifying Seller or Seller’s Affiliates (as defined in Section 10) and (iii) the items set forth on Exhibit B of that certain letter of even date herewith from Seller to Purchaser and countersigned by Purchaser (the “Company Disclosure Letter”); (e) all right, title and interest of Seller under any contract, agreement or license, whether written or oral, with respect to the maintenance, service, advertising, ownership or operation of the Real Property and the Improvements (“Service Contracts”) which are in effect as of the Closing Date, but excluding (i) Service Contracts which are not assignable without cost (unless Purchaser elects by written notice to Seller on or before the fifth (5th) Business Day prior to Closing to assume any such contracts, in which case Purchaser shall be responsible for such costs) or third party consent (to the extent such third party consent is not obtained on or prior to the Closing Date), (ii) Service Contracts designated as “National” or “Regional”, (iii) property management and leasing brokerage agreements or (iv) any written agreement or contract relating to any existing financing encumbering any of the Property (a list of Service Contracts in effect as of the Effective Date is attached as Exhibit C of the Company Disclosure Letter) (to the extent assumed by Purchaser at Closing in accordance with this Agreement, the “Assumed Service Contracts”); (f) all right, title and interest of Seller under any contracts for work or improvements at the Property (“Construction Contracts”), and which are in effect as of the Closing Date to the extent that work thereunder is not completed as of the Closing Date (“Assignable Construction Contracts”) (a list of Construction Contracts in effect as of the Effective Date is attached as Exhibit D of the Company Disclosure Letter) and (g) all Asset-Related Property (as defined on Schedule A hereto); all to the extent applicable to the period from and after the Closing Date (as defined in Section 3 4 below), Seller's entire right, title and interests in and except as expressly set forth to the Property for an aggregate amount equal to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid to Seller as follows: (a) on the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially contrary in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinated, LLC ("AH Subordinated"), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.this

Purchase and Sale of Property. On Subject to the terms of a ground lease agreement between Seller and Buyer or Buyer’s designee, to be executed at closing of the transaction contemplated in this Agreement in substantially the same form as described in the attached Exhibit C-1 (the “Ground Lease”), relating to those certain tracts or parcels of land more particularly described on Exhibit B attached hereto (collectively the “Land”), and the building and all improvements located on the Land, and all other structures, parking areas, landscaping improvements and other amenities currently located on the Land (collectively, the “Improvements”), with common names and street addresses as contained on Exhibit A, Seller agrees to sell, convey and/or assign and Buyer agrees to purchase and/or take by assignment, on the terms and subject to the conditions hereinafter set forth in this Agreementforth, Seller hereby agrees to convey, transfer and assign to Purchaser, on the Closing Date (as defined in Section 3 below), all of Seller's entire ’s right, title and interests interest in and to: a. subject to the Property terms of (i) a space lease with Seller (or Seller’s designee) as tenant for an aggregate amount equal the premises currently occupied by Seller (or its affiliate) to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid leased back by Seller at Closing, such lease to Seller be in the form substantially the same as follows: (a) on the Closing Date Purchaser shall pay Seller the sum Exhibit C-2 (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00“Space Lease”), which Cash Portion shall be paid by wire transfer of immediately available funds to an account designated by Seller, and (bii) on all third party leases as further described in the Closing Date, Purchaser shall deliver to Seller a promissory note rent roll attached as Exhibit C-3 (the "Note") substantially in the form of Exhibit C attached hereto“Third Party Leases”); b. including all rights, payable privileges, and easements appurtenant to the order Improvements, including all water and air rights, rights of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment of the Note and the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied (a) by AH Michigan Subordinatedway, LLC ("AH Subordinated")roadways, an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGPparking areas, Inc. ("AH CGP")roadbeds, an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaserdrainage rights, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs alleyways or other appurtenances used in connection with the transaction contemplated Improvements and the Land; and c. including all personal property, if any, now owned or hereafter acquired by this Agreement (the "Closing Costs"). In addition Seller and located on or to the Purchase Price, Purchaser shall assume and agrees to pay, be located on or in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date or used in connection with the development Improvements or the Land (collectively, the “Personal Property”). Buyer and construction Seller acknowledge and agree that the Personal Property to be conveyed with the Properties located in the State of Washington (as described and listed on Exhibit A) is itemized and valued as specifically set for in the Facility which have not been paid attached Exhibit D. The leasehold interests the Ground Lease, the Space Lease and the Third Party Leases, the fee interests in the Improvements and the Personal Property, and the rights and privileges described above are collectively referred to herein as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from “Property” or the Contractor pursuant “Properties.” Notwithstanding the foregoing or anything in this Agreement to the Construction Contract contrary, Buyer and Seller hereby acknowledge and agree that the sale of certain Properties ($99,609.40 as of February 28, 1998the “Approval Properties”) requires approval from Catholic Health Care Federation (the “Approval”) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.that

Purchase and Sale of Property. On Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Purchaser shall purchase from Seller hereby agrees and Seller shall sell to conveyPurchaser those certain parcels of real estate (the “Real Property”) in the City of Atlanta, transfer County of Xxxx, State of Illinois, which parcels are more particularly described in attached Exhibit A, and assign 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 Purchaserthe 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 3 below4), Seller's entire right, title and interests in and except as expressly set forth to the Property for an aggregate amount equal contrary in this Agreement. Items (i) through (vi) above, together with the Real Property, are collectively referred to Four Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($4,044,082.12)(the "Purchase Price"). The Purchase Price shall be paid 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 Seller as follows: (a) on any refund of taxes applicable to any period prior to the Closing Date Purchaser shall pay Seller the sum (the "Cash Portion") of One Million and no/100 Dollars ($1,000,000.00as defined in Section 4), which Cash Portion shall be paid by wire transfer of immediately available funds all rights to an account designated by Seller, any insurance proceeds or settlements for events occurring prior to Closing (subject to Section 5) and (b) on the Closing Date, Purchaser shall deliver to Seller a promissory note (the "Note") substantially all property in the form of Exhibit C attached hereto, payable to the order of Seller in the original principal amount of Three Million Forty-Four Thousand Eighty-Two and 12/100 Dollars ($3,044,082.12) The repayment management office of the Note and Property, if any, owned by the obligations of Purchaser under this Agreement and the Development Agreement shall be guarantied Property Manager (a) by AH Michigan Subordinated, LLC ("AH Subordinated"as hereinafter defined), an Ohio limited liability company and the owner of a ninety-nine percent (99%) limited partnership interest in Purchaser and the owner of all of the issued and outstanding stock of AH Michigan CGP, Inc. ("AH CGP"), an Ohio corporation and the owner of a one percent (1%) general partnership interest in Purchaser, and (b) by AH CGP, in each case pursuant to a non-recourse Guaranty (the "Guaranty"), with all of the obligations of AH Subordinated and AH CGP under the Guaranty being secured by a pledge of all of the interests in Purchaser held by AH Subordinated and AH CGP. Except as expressly contained herein, Seller shall be solely responsible for all closing costs in connection with the transaction contemplated by this Agreement (the "Closing Costs"). In addition to the Purchase Price, Purchaser shall assume and agrees to pay, in accordance with the terms of the Development Agreement, all costs, expenses and obligations incurred by Seller through and including the Closing Date in connection with the development and construction of the Facility which have not been paid as of the Closing Date, which costs, expenses and obligations include, but are not necessarily limited to, retainage held back from the Contractor pursuant to the Construction Contract ($99,609.40 as of February 28, 1998) and accrued developer's fees payable by Seller to BLCI ($483,145.24 as of February 28, 1998), and agrees to reimburse Seller for the Closing Costs in accordance with the terms of the Development Agreement.