Common use of PROPERTY TO BE SOLD Clause in Contracts

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, the Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels the Seller’s right, title and tracts of land described and/or shown on Exhibit “A” attached heretointerest in and to the Parcel, together with all privileges, rights, easements and appurtenances belonging to such landthe Parcel, including without limitation, the leasehold rights under the Ground Lease, together with all security deposits or other deposits held in connection therewith (if any), and all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land the Parcel (collectively, the “Land”).; 1.1.2 All of the Seller’s right, title and interest in and to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “"Improvements”; together with the Land, from time to time, the “Real Property”).; 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land Seller’s applicable right in and to (i) leases (excluding the Ground Lease) including all amendments thereto, with persons or Improvementsentities (each a “Tenant”, including, without limitationand collectively, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent RollsTenants”) and leasing the Real Property or any leases that may be subsequently part thereof or hereafter entered into in accordance with this Agreementthe terms hereof prior to Closing (collectively, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant DepositsLeases”) pursuant to ), together with all security deposits, other deposits held in connection with the Tenant Leases. 1.1.5 All , and all of the Seller’s right, title and interestinterest in and to all guarantees, if anyletters of credit and other similar credit enhancements providing additional security for such Tenant Leases, and (ii) any sub-leases to which a Seller is a party or bound, including all amendments thereto, with persons or entities leasing all or a portion of the Real Property as sub-tenants of Tenants (“Sub-Leases”), together with all security deposits, other deposits held in connection with such Sub-Leases, and all intangible assets of any nature relating the Seller’s right, title and interest in and to the Landall guarantees, letters of credit and other similar credit enhancements providing additional security for such Sub-Leases. For purposes of this Agreement, the Improvements or Sub-Leases entered into by Tenants shall not be deemed to be included within the Personal definition of “Tenant Leases”; 1.1.4 All of the Seller’s right, title and interest in and to (i) any and all tangible personal property owned by Seller located on and used in connection with the Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); and (ii) any and all plans and specifications; architectural and engineering drawings; and the common name of the Real Property (collectively, the “Intangible Personal Property”, and, collectively with the Tangible Personal Property, the “Personal Property”); 1.1.5 To the extent assignable, all of the Seller’s right, title, rights in and interest in to all (i) unexpired warranties and guaranties relating to the Improvements or Personal Property (the “Warranties”); 1.1.6 To the extent assignable, all of the Seller’s rights in the possession of Seller, (ii) and to all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and Improvements, in each case to the extent that Seller may legally transfer the same Real Property (the “Intangible PropertyPermits”).; 1.1.6 All 1.1.7 To the extent assignable, all of Seller’s rights, if any, title and interest in and to all service contracts relating to the operation of the Real Property (other than management and leasing contracts) affecting collectively, the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property "Contracts”), to the extent Buyer assumes the has agreed to assume same in accordance with pursuant to Section 3.4 below.and to the extent not required to be terminated pursuant to Section 4.5.2; 1.1.7 All 1.1.8 To the extent assignable, all of the Seller’s rights, which title and interest in and to the trade names used or utilized by Seller may havein connection with the Property, if any, in and to any tenant dataset forth on Schedule 1.1.8 hereof; and 1.1.9 The Real Property, telephone numbers and listings, all master keys and keys to common areas, all good will, if anyPersonal Property, and any and all the Seller’s interest in the other rights, privileges and appurtenances owned by Seller and related to or used property described in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements this Section 1.1 are hereinafter sometimes referred to collectively as the “Real "Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” A attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” B attached hereto (collectively, the “Personal Property”). 1.1.4 All of Seller’s rights in all and to those certain leases and other occupancy agreements covering any portion of the Land or Improvements (collectively, the “Leases”), including all of ) described in the leases listed on the Rent Rolls rent roll attached hereto as Exhibit “C” C (the “Rent RollsRoll”) and any leases that may be subsequently entered into in accordance with this Agreementthe tenants described therein (collectively, and the “Tenants”) including Seller’s rights to any tenant deposits held by Seller unapplied security deposit under the Leases (the “Tenant Deposits”) pursuant to the Leases). 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or and/or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all and all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, and/or guaranties; (ii) all use, occupancy, building and and/or operating licenses, permits, approvals, approvals and/or development rights; and development rights (iii) plans and specifications (collectively, the “Intangible Property”). 1.1.6 An irrevocable license to use any and all trade name or names used or utilized in connection with the Land and and/or Improvements, including, without limitation, the trade name(s) “Hanover Square North” (iv) all plans and specifications related to the Land and Improvementscollectively, in each case to the extent that Seller may legally transfer the same (the “Intangible PropertyTrade Names”). 1.1.6 1.1.7 All of Seller’s rights, if any, in any and all service contracts (other than management and leasing contracts) affecting the Land or and/or Improvements as set forth on Exhibit “D” attached hereto D (collectively, the “Property Contracts”), to the extent Buyer assumes elects to assume the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”3.4

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases the lease and any other occupancy agreements agreement covering any portion of the Land or Improvements (the “LeasesLease”), including all of the leases lease listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) attached hereto and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits deposit held by Seller (the “Tenant DepositsDeposit”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, including without limitation the trade name “Alpine Federal Courthouse”, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the buildings, structures and other improvements and all of Seller’s right, title and interest, if any, in all fixtures, systems and facilities located on the Land (the “Improvements”).; 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used Seller’s rights in connection with the operation leases of the Land or Improvements, including, without limitation, the personal property and Improvements listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (collectively, as same may be amended, the “Leases,” and each a “Lease,” and each tenant under a Lease, a “Tenant”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits Tenant deposit held by Seller (collectively, the “Tenant Deposits”) pursuant to the Leases.; and 1.1.5 1.1.4 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements Land or the Personal PropertyImprovements, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession or control of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights and (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.5 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property,” and the Real Property, Personal Property, Leases, Tenant Deposits, Deposits and Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). Notwithstanding the foregoing, there are no specific items of Personal Property located on the Land or Improvements that would not otherwise be considered “fixtures”. 1.1.4 All of Seller’s rights in all leases the lease and any other occupancy agreements agreement covering any portion of the Land or Improvements (the “LeasesLease”), including all of the leases lease listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits deposit held by Seller (the “Tenant DepositsDeposit”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, including without limitation the trade name “Xxxxxxx Xxxxxx VA Outpatient Clinic”, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. Notwithstanding the foregoing, there are no written Property Contracts connected with the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 . All of those parcels and tracts of the land described and/or shown on Exhibit “A” A attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 1.1.1 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”). 1.1.3 1.1.2 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” B attached hereto (collectively, the “Personal Property”). 1.1.4 1.1.3 All of Seller’s rights in all and to those certain leases and other occupancy agreements covering any portion of the Land or Improvements (collectively, the “Leases”), including all of ) described in the leases listed on the Rent Rolls rent roll attached hereto as Exhibit “C” C (the “Rent RollsRoll”) and any leases that may be subsequently entered into in accordance with this Agreementthe tenants described therein (collectively, and the “Tenants”) including Seller’s rights to any tenant deposits held by Seller unapplied security deposit under the Leases (the “Tenant Deposits”) pursuant to the Leases). 1.1.5 1.1.4 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or and/or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all and all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, and/or guaranties; (ii) all use, occupancy, building and and/or operating licenses, permits, approvals, approvals and/or development rights; and development rights (iii) plans and specifications (collectively, the “Intangible Property”). 1.1.5 An irrevocable license to use any and all trade name or names used or utilized in connection with the Land and and/or Improvements, including, without limitation, the trade name(s) “Franklin Square Shopping Center” (iv) all plans and specifications related to the Land and Improvementscollectively, in each case to the extent that Seller may legally transfer the same (the “Intangible PropertyTrade Names”). 1.1.6 All of Seller’s rights, if any, in any and all service contracts (other than management and leasing contracts) affecting the Land or and/or Improvements as set forth on Exhibit “D” attached hereto (collectively, the “Property Contracts”), to the extent Buyer assumes elects to assume the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant Tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and and/or appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and and/or Improvements (collectively, the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Trade Names, Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities facilities, if any, owned by Seller and located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, sculptures, paintings, artwork, and the personal property listed on Exhibit “B” attached hereto (collectively, the “Personal Property”). 1.1.4 All of Seller’s rights in all leases the lease between Seller and other occupancy agreements covering any portion the United States of the Land or Improvements America (the “LeasesTenant”), including all of the leases listed on the Rent Rolls attached hereto dated February 12, 2007, (as Exhibit “C” (amended, the “Rent RollsLease”) ), and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits deposit held by Seller (the “Tenant DepositsDeposit”) pursuant to the LeasesLease. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller has possession of same and may legally transfer the same unilaterally (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 4.4.2 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant Tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). Notwithstanding the foregoing, there are no specific items of Personal Property located on the Land or Improvements that would not otherwise be considered “fixtures”. 1.1.4 All of Seller’s rights in all leases the lease and any other occupancy agreements agreement covering any portion of the Land or Improvements (the “LeasesLease”), including all of the leases lease listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) attached hereto and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits deposit held by Seller (the “Tenant DepositsDeposit”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, Improvements and (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. Notwithstanding the foregoing, there are no written Property Contracts connected with the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of Fee simple title to the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the Seller’s right, title and interest, if any, in and to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All of Seller’s right, title and interest, if any, in and to all furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell and convey to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement:, the following (collectively, the “Property”): 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements” and together with the Land, the “Real Property”).; 1.1.3 All furnitureleases, equipmentincluding any and all modifications of and amendments thereto, machineryas reflected on Exhibit “B” attached hereto, inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant”) or hereafter entered into in accordance with the terms hereof prior to Closing (collectively, signs and the “Tenant Leases”), together with all security deposits, other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used deposits held in connection with the operation Tenant Leases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.4 Seller’s right, title and interest in and to: (i) any and all tangible personal property owned by Seller located on and/or used exclusively in connection with the Land Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); (ii) any and all plans and specifications, architectural and/or engineering drawings; and (iii) any and all trade names used or Improvementsutilized in connection with the Property, including, without limitation, the personal property listed on Exhibit trade name “BPrimary Care Associates Medical Office Building” attached hereto (collectively, the “Intangible Personal Property” and collectively with the Tangible Personal Property, the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases.; 1.1.5 All of Seller’s right, title Any and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession of Seller, (ii) all “Warranties”); 1.1.6 All use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsProperty (collectively, in each case the “Permits”); 1.1.7 All service contracts relating to the extent that Seller may legally transfer operation of the same Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”); provided, to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if anyhowever, and notwithstanding the foregoing, that Seller shall terminate effective at Closing, at Seller’s sole cost and expense, any and all other rights, privileges and appurtenances owned by Seller and related Contracts that Buyer does not elect to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”)assume pursuant to Section 3.4. 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities not owned by the Tenants (as defined herein) and located on the Land (collectively, the “Improvements”).; 1.1.3 All furnitureThe Improvements and the Land are herein collectively referred to as the “Real Property”; 1.1.4 Seller’s right, equipmenttitle and interest in and to all leases, machineryincluding all amendments thereto (collectively, inventoriesthe “Tenant Leases”), supplieswith all persons leasing the Real Property or any part thereof (each, signs a “Tenant, and collectively, the “Tenants”), all of which as of the Effective Date are reflected on Exhibit “B” attached hereto, and any entered into in accordance with the terms hereof prior to Closing, together with all security deposits, other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used deposits held in connection with the operation Tenant Leases, and all of Seller’s right, title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.5 Seller’s right, title and interest in and to: (i) any and all tangible personal property owned by Seller located on and/or used exclusively in connection with the Land Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); (ii) any and all plans and specifications, architectural and/or engineering drawings related to the Real Property; and (iii) any and all trade names used or Improvementsutilized in connection with the Real Property, including, without limitation, the personal property listed on Exhibit trade names “BCarolina Commons” attached hereto and/or “Carolina Commons Medical Office Building”, (the “Intangible Personal Property” and collectively with the Tangible Personal Property, the “Personal Property”).; 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of 1.1.6 Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in and to any and all (i) warranties and guaranties relating to the Improvements or Personal Property (collectively, the “Warranties”); 1.1.7 Seller’s right, title and interest in the possession of Seller, (ii) and to all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsReal Property (collectively, in each case to the extent that Seller may legally transfer the same (the “Intangible PropertyPermits”).; 1.1.6 All of 1.1.8 Seller’s rightsright, if any, title and interest in and to all service contracts relating to the operation of the Real Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (collectively, the “Property Contracts”); provided, however and notwithstanding the foregoing, that Seller shall terminate effective at Closing, at Seller’s sole cost and expense, any Contracts that Buyer does not elect to the extent Buyer assumes the same in accordance with assume pursuant to Section 3.4 below3.4. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, LeasesWarranties, Tenant DepositsPermits, Intangible Property, the Property Contracts and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees Sellers agree to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Sellers, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “AB” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller Sellers in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller Sellers in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller Sellers and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s Sellers’ rights in all the leases and other occupancy agreements covering any portion of the Land or Improvements Property (as the same may be amended, each, a “Lease,” and collectively, the “Leases”) with tenants (each a “Tenant,” and collectively, the “Tenants,”), including all of the leases listed as reflected on the Rent Rolls rent roll attached hereto as Exhibit “C” (the “Rent RollsRoll”) and any leases that may be subsequently entered into in accordance with this Agreement), and including Seller’s Sellers’ rights to any tenant Tenant security deposits held by Seller under any Lease (collectively, the “Tenant Deposits”) pursuant to the Leases). 1.1.5 All of Seller’s Sellers’ right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s Sellers’ right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of SellerSellers, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller Sellers may legally transfer the same (the “Intangible Property”). 1.1.6 An irrevocable license to use any trade names used or utilized in connection with the property, including without limitation the name “Pinehurst Square East”. 1.1.7 All of Seller’s Sellers’ rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 belowterms of this Agreement. 1.1.7 1.1.8 All rights, which the Seller Sellers may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller Sellers and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, LeasesLease, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Seller’s interest in all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Seller’s interest in all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”).; 1.1.3 All furnitureleases (the “Tenant Leases”), equipmentincluding all amendments thereto, machinerywith all persons leasing the Real Property or any part thereof or hereafter entered into in accordance with the terms hereof prior to Closing, inventoriestogether with all security deposits, suppliesother deposits held in connection with the Tenant Leases, signs and all of Seller’s right title and interest in and to all guarantees, letters of credit and other tangible personal property of every kind and naturesimilar credit enhancements providing additional security for such Tenant Leases; 1.1.4 Seller’s interest, if any, in (i) any and all tangible personal property owned by Seller and installed, located or situated on or used exclusively in connection with the operation of the Land or ImprovementsReal Property (as defined below), includingexcept for those items set forth on Schedule 1.1.4, but including (unless otherwise set forth on Schedule 1.1.4), without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies as well as Seller’s rights in and to any reserve accounts held in connection with the personal property listed on Exhibit Loan (as defined below) (collectively, the “BTangible Personal Property”); and (ii) to the extent such items are in Seller’s possession or control, any and all plans and specifications; architectural and engineering drawings; the common name of the Real Property; (collectively, the “Intangible Personal Property,” attached hereto (and collectively with the Tangible Personal Property, the “Personal Property”).; 1.1.4 All of 1.1.5 To the extent assignable and transferable, Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in (the possession of Seller, (ii) all “Warranties”); 1.1.6 All use, occupancy, building and operating licenses, permits, approvals, and development rights relating to the Property to the extent such items are assignable and without cost to Seller (iii) the “Permits”); 1.1.7 Seller’s interest and rights in all service contracts relating to the operation of the Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Contracts”); provided, however, that Seller shall terminate at Closing, at Seller’s cost, any Contracts that Buyer does not elect to assume pursuant to Section 3.4. Notwithstanding the terms of Section 3.4 Buyer shall be obligated to assume Seller’s obligation under the ADT Security contract related to the Real Property. 1.1.8 An irrevocable license to use any trade name or names used or utilized in connection with the Land Property, including without limitation the trade name “Center for Neurosurgery and Improvements, (iv) all plans and specifications related Spine”. Such license shall provide that Buyer agrees to continue naming the Land and Improvements, in each case to building on the extent that Seller may legally transfer the same (Real Property the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management Center for Neurosurgery and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “DSpine” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below9.23.1. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property,” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject On the Closing Date, and subject to the terms and provisions hereofconditions set forth in this Agreement, the Seller agrees to sell to Buyer the Purchaser, and Buyer the Purchaser agrees to purchase from Seller upon the terms and conditions of this AgreementSeller: 1.1.1 All of those parcels and tracts of land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, (a) the Land; (b) the Building; (c) all right, title and interest (of the Seller, if any) , in any land lying in the bed of Seller in and to any streetsstreet, alleysroad, passagesavenue or alley, usufructs and other rights-of-way open or appurtenances included inclosed, adjacent to or used abutting the Land, to the center line thereof; (d) all easements, covenants and other rights appurtenant to, and all the estate and rights of the Seller in connection with such land and to, the Land and the Building, but not including any rights of the Seller created by or pursuant to this Agreement; (e) all right, title and interest (if any) of the Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases.Plans; 1.1.5 All of Seller’s (f) all right, title and interest, if any, interest of the Seller in all intangible assets of any nature relating and to the Landproceeds of, or any award made for, a taking of all or any part of the Improvements or Real Property by any Governmental Authority pursuant to the exercise of its power of eminent domain in accordance with the provisions of ARTICLE XII hereof; (g) the Personal Property, including, without limitation, ; (h) all of Seller’s right, title, title and interest of the Seller in all and to the Leases and the Assignable Contracts; (i) warranties all right, title and guaranties relating to interest of the Improvements or Personal Property in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant dataall transferable Licenses; and (j) all right, telephone numbers title and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation interest of the Land Seller in and Improvements to the Warranties. The items of property described in subsections (the “Miscellaneous Property”a) through (j). 1.1.8 The Land and Improvements , inclusive, are hereinafter sometimes referred to collectively as the “Real Property” "PROPERTY". The Seller shall sell and convey and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, Purchaser shall purchase and accept the Property Contracts free and clear of all liens, encumbrances, easements, covenants, conditions, Leases and other matters affecting title, except for the Miscellaneous PropertyPermitted Exceptions, are hereinafter sometimes referred to collectively as in accordance with the “Propertyprovisions of this Agreement.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Seller’s right, title and interest to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”).; 1.1.3 The Improvements and the Land are herein collectively referred to as the “Real Property”; 1.1.4 All furnitureleases, equipmentincluding all amendments thereto (collectively, machinerythe “Tenant Leases”), inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant, signs and collectively, the “Tenants”), all of which as of the Effective Date are reflected on Exhibit “B” attached hereto, and any entered into in accordance with the terms hereof prior to Closing, together with all security deposits, other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used deposits held in connection with the operation Tenant Leases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.5 Seller’s right, title and interest in and to: (i) any and all tangible personal property owned by Seller located on and/or used exclusively in connection with the Land Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); (ii) any and all plans and specifications, architectural and/or engineering drawings; and (iii) any and all trade names used or Improvementsutilized in connection with the Property, including, without limitation, the personal property listed on Exhibit trade names “BThe Premier Building” attached hereto and/or “Premier Medical Office Building”, (the “Intangible Personal Property” and collectively with the Tangible Personal Property, the “Personal Property”).; 1.1.4 All of Seller’s rights in 1.1.6 Any and all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession of Seller, (ii) all “Warranties”); 1.1.7 All use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsProperty (collectively, in each case the “Permits”); 1.1.8 All service contracts relating to the extent that Seller may legally transfer operation of the same Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”); provided, however and notwithstanding the foregoing, that Seller shall terminate effective at Closing, at Seller’s sole cost and expense, any Contracts that Buyer does not elect to the extent Buyer assumes the same in accordance with assume pursuant to Section 3.4 below3.4. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, LeasesWarranties, Tenant DepositsPermits, Intangible Property, the Property Contracts and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee title to all buildings, structures and other improvements and Seller’s right, title and interest in and to all fixtures, systems and facilities located on the Land (the “Improvements”).; 1.1.3 All furnitureleases (the “Tenant Leases”), equipmentincluding all amendments thereto, machinerywith all persons leasing the Real Property or any part thereof or hereafter entered into in accordance with the terms hereof prior to Closing, inventoriestogether with all security deposits, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used deposits held in connection with the operation Tenant Leases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.4 Seller’s fee title interest, in (i) any and all tangible personal property owned by Seller located on or used exclusively in connection with the Land or ImprovementsReal Property (as defined below), including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies, but not including any cash or operating accounts (collectively, the personal property listed on Exhibit “BTangible Personal Property”); and (ii) any and all plans and specifications; architectural and engineering drawings; the common name of the Real Property; (collectively, the “Intangible Personal Property,” attached hereto (and collectively with the Tangible Personal Property, the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases.; 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property (the “Warranties”); 1.1.6 All Seller’s interest in the possession of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights relating to the Property (iii) the “Permits”); 1.1.7 All service contracts relating to the operation of the Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Contracts”); provided, however, that Seller shall terminate at Closing, at Buyer’s expense, any Contracts that Buyer does not elect to assume pursuant to Section 3.4; 1.1.8 All Seller’s interest in and to any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting including without limitation the Land or Improvements as set forth on Exhibit trade name “D” attached hereto (the “Property ContractsLacombe Medical Office Building”), to the extent Buyer assumes the same in accordance with Section 3.4 below.; 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property,” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of Seller’s rights, title and interest in the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”).; 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used Seller’s rights in connection with the operation leases of the Land or Improvements, including, without limitation, and of the personal property Improvements listed on Exhibit “B” attached hereto and hereby incorporated by reference (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (collectively, as same may be amended, the “Leases,” and each a “Lease,” and each tenant under a Lease, a “Tenant”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits Tenant deposit held by Seller (collectively, the “Tenant Deposits”) pursuant to the Leases.; and 1.1.5 1.1.4 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements Land or the Personal PropertyImprovements, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession or control of Seller, (ii) all use, occupancy, building and operating licenses, permits, approvals, and development rights and (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.5 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property,” and the Real Property, Personal Property, Leases, Tenant Deposits, Deposits and Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with and subject to all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”).; 1.1.3 The Improvements and the Land are herein collectively referred to as the “Real Property”; 1.1.4 All furnitureleases, equipmentincluding all amendments thereto (collectively, machinerythe “Tenant Leases”), inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant, signs and collectively, the “Tenants”), all of which as of the Effective Date are reflected on Exhibit “B” attached hereto, and any entered into in accordance with the terms hereof prior to Closing, together with all security deposits, other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used deposits held in connection with the operation Tenant Leases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.5 Seller’s right, title and interest in and to: (i) any and all tangible personal property owned by Seller located on and/or used exclusively in connection with the Land Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); (ii) any and all plans and specifications, architectural and/or engineering drawings; and (iii) any and all trade names used or Improvementsutilized in connection with the Property, including, without limitation, the personal property listed on Exhibit trade name “BLegacy Ridge Medical Office Building”, (the “Intangible Personal Property” attached hereto (and collectively with the Tangible Personal Property, the “Personal Property”).; 1.1.4 All of Seller’s rights in 1.1.6 Any and all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession of Seller, (ii) all “Warranties”); 1.1.7 All use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsProperty (collectively, in each case the “Permits”); 1.1.8 All service contracts relating to the extent that Seller may legally transfer operation of the same Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”); provided, however and notwithstanding the foregoing, that Seller shall terminate effective at Closing, at Seller’s sole cost and expense, any Contracts that Buyer does not elect to the extent Buyer assumes the same in accordance with assume pursuant to Section 3.4 below3.4. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, LeasesWarranties, Tenant DepositsPermits, Intangible Property, the Property Contracts and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest of Seller (if any, and only to the extent of Seller’s interest) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”, and collectively with the Land, the “Real Property”).; 1.1.3 All furnitureleases, equipmentincluding all amendments thereto (collectively, machinerythe “Tenant Leases”), inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant, signs and other tangible personal property collectively, the “Tenants”), all of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation which as of the Land or Improvements, including, without limitation, the personal property listed Effective Date are reflected on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”)hereto, including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreementthe terms hereof prior to Closing, together with all security deposits, other deposits held in connection with the Tenant Leases, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All all of Seller’s right, title and interestinterest in and to all guarantees, if any, in all intangible assets letters of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.4 Seller’s right, title, title and interest in all and to: (i) the tangible personal property owned by Seller located on and/or used exclusively in connection with the Real Property to be identified and specifically listed as an exhibit in the Xxxx of Sale (as defined in Section 5.6.2) (collectively, the “Tangible Personal Property”); plans and specifications, architectural and/or engineering drawings; (the “Intangible Personal Property”, and collectively with the Tangible Personal Property, the “Personal Property”); 1.1.5 Any and all warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession of Seller, (ii) all “Warranties”); 1.1.6 All use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsProperty (collectively, in each case the “Permits”); 1.1.7 All service contracts relating to the extent that Seller may legally transfer operation of the same (Property as of the “Intangible Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land Effective Date or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same entered into in accordance with Section 3.4 below. 1.1.7 All rightsthis Agreement prior to Closing (collectively, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous PropertyContracts”).) which Buyer elects to assume and expressly excluding any Contracts that Buyer does not elect to assume pursuant to Section 3.4; 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, LeasesWarranties, Tenant DepositsPermits, Intangible Property, the Property Contracts and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels and tracts of the land described and/or shown on Exhibit “A” A attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” B attached hereto (collectively, the “Personal Property”). 1.1.4 All of Seller’s rights in all and to those certain leases and other occupancy agreements covering any portion of the Land or Improvements (collectively, the “Leases”), including all of ) described in the leases listed on the Rent Rolls rent roll attached hereto as Exhibit “C” C (the “Rent RollsRoll”) and any leases that may be subsequently entered into in accordance with this Agreementthe tenants described therein (collectively, and the “Tenants”) including Seller’s rights to any tenant deposits held by Seller unapplied security deposit under the Leases (the “Tenant Deposits”) pursuant to the Leases). 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or and/or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all and all (i) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, and/or guaranties; (ii) all use, occupancy, building and and/or operating licenses, permits, approvals, approvals and/or development rights; and development rights (iii) plans and specifications (collectively, the “Intangible Property”). 1.1.6 An irrevocable license to use any and all trade name or names used or utilized in connection with the Land and and/or Improvements, including, without limitation, the trade name(s) “Franklin Square Shopping Center” (iv) all plans and specifications related to the Land and Improvementscollectively, in each case to the extent that Seller may legally transfer the same (the “Intangible PropertyTrade Names”). 1.1.6 1.1.7 All of Seller’s rights, if any, in any and all service contracts (other than management and leasing contracts) affecting the Land or and/or Improvements as set forth on Exhibit “D” attached hereto (collectively, the “Property Contracts”), to the extent Buyer assumes elects to assume the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”3.4

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, the Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels the Seller’s right, title and tracts of land described and/or shown on Exhibit “A” attached heretointerest in and to the Parcel, together with all privileges, rights, easements and appurtenances belonging to such landthe Parcel, including without limitation, and all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land the Parcel (collectively, the “"Land”).; 1.1.2 All of the Seller’s right, title and interest in and to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “"Improvements”; together with the Land, from time to time, the “Real Property”).; 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land Seller’s applicable right in and to (i) leases including all amendments thereto, with persons or Improvementsentities (each a “Tenant”, including, without limitationand collectively, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls"Tenants”) and leasing the Real Property or any leases that may be subsequently part thereof or hereafter entered into in accordance with this Agreementthe terms hereof prior to Closing (collectively, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant DepositsLeases”) pursuant to ), together with all security deposits, other deposits held in connection with the Tenant Leases. 1.1.5 All , and all of the Seller’s right, title and interestinterest in and to all guarantees, if anyletters of credit and other similar credit enhancements providing additional security for such Tenant Leases, and (ii) any sub-leases to which a Seller is a party or bound, including all amendments thereto, with persons or entities leasing all or a portion of the Real Property as sub-tenants of Tenants (“Sub-Leases”), together with all security deposits, other deposits held in connection with such Sub-Leases, and all intangible assets of any nature relating the Seller’s right, title and interest in and to the Landall guarantees, letters of credit and other similar credit enhancements providing additional security for such Sub-Leases. For purposes of this Agreement, the Improvements or Sub-Leases entered into by Tenants shall not be deemed to be included within the Personal definition of “Tenant Leases”; 1.1.4 All of the Seller’s right, title and interest in and to (i) any and all tangible personal property owned by Seller located on and used in connection with the Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); and (ii) any and all plans and specifications; architectural and engineering drawings; and the common name of the Real Property (collectively, the “Intangible Personal Property”, and, collectively with the Tangible Personal Property, the “Personal Property”); 1.1.5 To the extent assignable, all of the Seller’s right, title, rights in and interest in to all (i) unexpired warranties and guaranties relating to the Improvements or Personal Property (the “Warranties”); 1.1.6 To the extent assignable, all of the Seller’s rights in the possession of Seller, (ii) and to all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and Improvements, in each case to the extent that Seller may legally transfer the same Real Property (the “Intangible PropertyPermits”).; 1.1.6 All 1.1.7 To the extent assignable, all of Seller’s rights, if any, title and interest in and to all service contracts relating to the operation of the Real Property (other than management and leasing contracts) affecting collectively, the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property "Contracts”), to the extent Buyer assumes the has agreed to assume same in accordance with pursuant to Section 3.4 below.and to the extent not required to be terminated pursuant to Section 4.5.2; 1.1.7 All 1.1.8 To the extent assignable, all of the Seller’s rights, which title and interest in and to the trade names used or utilized by Seller may havein connection with the Property, if any, in and to any tenant dataset forth on Schedule 1.1.8 hereof; and 1.1.9 The Real Property, telephone numbers and listings, all master keys and keys to common areas, all good will, if anyPersonal Property, and any and all the Seller’s interest in the other rights, privileges and appurtenances owned by Seller and related to or used property described in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements this Section 1.1 are hereinafter sometimes referred to collectively as the “Real "Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”).; 1.1.3 The Improvements and the Land are herein collectively referred to as the “Real Property”; 1.1.4 All furnitureleases, equipmentincluding all amendments thereto (collectively, machinerythe “Tenant Leases”), inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant, signs and other tangible personal property collectively, the “Tenants”), all of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation which as of the Land or Improvements, including, without limitation, the personal property listed Effective Date are reflected on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”)hereto, including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreementthe terms hereof prior to Closing, together with all security deposits, other deposits held in connection with the Tenant Leases, and including all of Seller’s rights right title and interest in and to any tenant deposits held by Seller (the “all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Deposits”) pursuant to the Leases.; 1.1.5 All of Seller’s right, title and interest, if any, interest in and to: (i) any and all intangible assets of any nature relating to tangible personal property owned by Seller located on and/or used exclusively in connection with the Land, the Improvements or the Personal Real Property, including, without limitation, all of Seller’s rightsculptures, titlepaintings and other artwork, equipment, furniture, tools and interest in all supplies (i) warranties and guaranties relating to collectively, the Improvements or “Tangible Personal Property in the possession of Seller, Property”); (ii) any and all useplans and specifications, occupancy, building architectural and/or engineering drawings; and operating licenses, permits, approvals, and development rights (iii) any and all trade name or names used or utilized in connection with the Land and ImprovementsProperty, (iv) all plans and specifications related to including, without limitation, the Land and Improvementstrade name “Acworth Medical Plaza”, in each case to the extent that Seller may legally transfer the same (the “Intangible Personal Property” and collectively with the Tangible Personal Property, the “Personal Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”;

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Seller’s ground leasehold interest in and to all of those parcels the land commonly known as The Mint Hill Medical Office Building and tracts having an address of land described and/or shown on Exhibit “A” attached hereto00000 Xxxxx Xxxx, Mint Hill, North Carolina 28227, together with all privileges, rights, easements and appurtenances belonging to such landinterest, including without limitation, the Ground Lease (as hereinafter defined), all right, title and interest of Seller (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest of Seller (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”)., as more particularly described on Exhibit “A” attached hereto; 1.1.2 All Subject to the terms of the Ground Lease (as hereinafter defined), Seller’s fee simple interest in all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”).; 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, as “lessee” or “tenant” in and to that certain Ground Lease Agreement by and between the Charlotte-Mecklenburg Hospital Authority, a public body corporate and politic (“Ground Lessor”), and HR of Carolinas, LLC, a Delaware limited liability company (“Original Ground Tenant”), dated as of December 29, 2008, as amended by that certain First Amendment to Ground Lease Agreement by and between Ground Lessor and Original Ground Tenant, dated effective as of November 12, 2009, as the Original Ground Tenant’s interest therein was assigned by that certain Assignment and Assumption of Ground Lease Agreement between Original Ground Tenant and Seller (collectively, the “Ground Lease”); 1.1.4 Seller’s right, title and interest, as “landlord” or “lessor” in and to all leases, including all amendments thereto and modifications thereof (each, collectively, a “Tenant Lease” and, if anymore than one (1), the “Tenant Leases”), all of which, as of the Effective Date, are reflected on Exhibit “B” attached hereto, together with all security deposits, other deposits held in connection therewith, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for the Tenant Leases (each “tenant” or “lessee” under a Tenant Lease shall be referred to herein as a “Tenant”, and where more than one, the “Tenants”); 1.1.5 Seller’s interest, in (i) any and all intangible assets of any nature relating to tangible personal property owned by Seller located on or used exclusively in connection with the Land, the Improvements or the Personal PropertyReal Property (as defined below), including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies, if any (collectively, the “Tangible Personal Property”); and (ii) to the extent assignable, any and all plans and specifications; architectural and engineering drawings; the common name of Seller’s rightthe Real Property (collectively, titlethe “Intangible Personal Property”, and interest in all (i) collectively with the Tangible Personal Property, the “Personal Property”); 1.1.6 All warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession of Seller, (ii) all “Warranties”); 1.1.7 All use, occupancy, building and operating licenses, permits, approvals, and development rights relating to the Real Property (iii) collectively, the “Permits”); 1.1.8 All service contracts relating to the operation of the Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Contracts”), as reflected on Schedule 1.1.8 attached hereto provided, however and notwithstanding anything to the contrary contained herein, that Seller shall terminate at Closing, at Seller’s cost, any Contracts that Buyer does not elect to assume pursuant to Section 3.4. 1.1.9 All of Seller’s rights in and to any trade name or names used or utilized in connection with the Land and ImprovementsProperty, including, without limitation, Seller’s non-exclusive right (ivif any) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same trade name “Mint Hill Medical Plaza” (the “Intangible PropertyTrade Name”).; 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.10 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” ”, and the Real Property, Tenant Leases, Personal Property, LeasesWarranties, Tenant DepositsPermits, Intangible Property, the Property Contracts and the Miscellaneous Property, Trade Name are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”).; 1.1.3 The Improvements and the Land are herein collectively referred to as the “Real Property”; 1.1.4 All furnitureleases, equipmentincluding all amendments thereto (collectively, machinerythe “Tenant Leases”), inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant, signs and other tangible personal property collectively, the “Tenants”), all of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation which as of the Land or Improvements, including, without limitation, the personal property listed Effective Date are reflected on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”)hereto, including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreementthe terms hereof prior to Closing, together with all security deposits, other deposits held in connection with the Tenant Leases, and including all of Seller’s rights right title and interest in and to any tenant deposits held by Seller (the “all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Deposits”) pursuant to the Leases.; 1.1.5 All of Seller’s right, title and interest, if any, interest in and to: (i) any and all intangible assets of any nature relating to tangible personal property owned by Seller located on and/or used exclusively in connection with the Land, the Improvements or the Personal Real Property, including, without limitation, all of Seller’s rightsculptures, titlepaintings and other artwork, equipment, furniture, tools and interest in all supplies (icollectively, the “Tangible Personal Property”) warranties and guaranties relating to the Improvements or Personal Property in the possession of Seller, except as set forth on Schedule 1.1.5; (ii) any and all useplans and specifications, occupancy, building architectural and/or engineering drawings; and operating licenses, permits, approvals, and development rights (iii) any and all trade name or names used or utilized in connection with the Land and ImprovementsProperty, (iv) all plans and specifications related to including, without limitation, the Land and Improvementstrade names “The Merion Building” and/or “Merion Medical Office Building”, in each case to the extent that Seller may legally transfer the same (the “Intangible Personal Property” and collectively with the Tangible Personal Property, the “Personal Property”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement:Agreement the following (the “Property”): 1.1.1 All of those parcels Seller’s leasehold interest in and tracts of land described and/or shown on Exhibit to the Land, pursuant to that certain Ground Lease, dated July 29, 2008, as amended by that certain First Amendment to Ground Lease, dated June 28, 2010 (collectively, the “A” attached heretoGround Lease”), by and between Cullman Regional Medical Center, Inc., an Alabama not-for-profit corporation, as ground lessor (the “Ground Lessor”) and Seller, as ground lessee, together with with, but subject to the Ground Lease, all of Seller’s privileges, rights, easements and appurtenances belonging to benefiting such landLand including, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land the Land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All Subject to the Ground Lease, all of the Seller’s right, title and interest in, to and under all buildings, structures and other improvements including, without limitation, the medical office building(s), and all fixtures, systems and facilities located on the Land (further subject to the rights of the applicable Tenants under the applicable Tenant Leases and any applicable Subtenants (as such capitalized terms are defined below)) (collectively, the “Improvements”; together with the Land, from time to time, the “Real Property”). 1.1.3 All furnitureof Seller’s right, equipmenttitle and interest in and to (a) all leases entered into by Seller, machineryincluding all amendments thereto, inventorieswith persons or entities (each a “Tenant”, suppliesand collectively, signs the “Tenants”) leasing any portion of the Real Property or hereafter entered into in accordance with the terms hereof prior to Closing, other than those leases that expire prior to the Closing Date in accordance with their terms or are terminated by Seller prior to the Closing Date in accordance with the terms of this Agreement, and (b) any other leases, subleases or other agreements, including any and all extensions, amendments and modifications thereto, granting a possessory interest in and to any space in the Improvements or the Land, or that otherwise grant rights with regard to use of the Improvements or the Land (collectively, the “Tenant Leases”), together with all security deposits, other deposits held in connection with such Tenant Leases, and all of Seller’s right, title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases, and (b) any sub-leases, including all amendments thereto, with persons or entities sub-leasing all or a portion of the Real Property as subtenants (collectively, the “Subtenants”) of the applicable Tenants pursuant to subleases (collectively, the “Subleases”), together with all security deposits, other deposits held in connection with such Subleases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Subleases (it being agreed that for purposes of this Agreement, the Ground Lease shall not be deemed a Tenant Lease). 1.1.4 All of Seller’s right, title and interest in and to (a) any and all tangible personal property of every kind and nature, if any, owned by Seller located on and installed, located or situated on or used exclusively in connection with the operation of the Land or Improvements, Real Property including, without limitation, the personal property listed on Exhibit “B” attached hereto sculptures, paintings and other artwork, equipment, furniture, tools and supplies; and (b) any and all plans and specifications; and architectural and engineering drawings (collectively, the “Personal Property”). 1.1.4 1.1.5 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession “Warranties”). 1.1.6 All of Seller, (ii) ’s rights in and to all use, occupancy, building and operating licenses, permits, approvals, entitlements and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsReal Property (collectively, in each case to the extent that Seller may legally transfer the same (the “Intangible PropertyPermits”). 1.1.6 1.1.7 All service contracts, any construction contracts, and similar type property-related agreements entered into by Seller (or to which Seller is otherwise a party) as of Seller’s rightsthe Effective Date or entered into by Seller after the Effective Date and prior to the Closing Date in accordance with this Agreement (collectively, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes is to assume the same in accordance with pursuant to Section 3.4 belowand to the extent the same are not required to be terminated pursuant to Sections 3.4 and/or 4.5.2 (the foregoing to expressly exclude the Tenant Leases). 1.1.7 1.1.8 All rights, which the Seller may have, if any, of Seller’s rights in and to any tenant data(i) all trade names, telephone numbers trademarks, service marks, building and listingsproperty names, all master keys domain names and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or building signs used in connection with the existing business operation of Real Property; and (ii) all other intangible property (other than cash, cash equivalents, rights under any loan to or from Seller, stock, and rights in and/or to any insurance policies for which Seller is the Land and Improvements insured party) related to the Real Property (collectively, the “Miscellaneous Intangible Property”). Seller hereby informs Buyer that, to Seller’s Knowledge, Seller does not own any interest in the trade name “Cullman Professional Office Building III Center,” but, to the extent Seller does own any interest in the trade name “Cullman Professional Office Building III Center,” or it is otherwise determined that Seller owns an interest in the trade name “Cullman Professional Office Building III Center,” then Seller, as of Closing, disclaims any right to the use of such trade name and, pursuant to the Xxxx of Sale and Assignment, assigns any such rights to Buyer. 1.1.8 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “Property.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller upon the terms and conditions of set forth in this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer on the Closing Date (as defined in Article 10.2 below) and Buyer shall buy, assume and accept from Seller on the Closing Date the following assets and properties: 1.1.1 All of those parcels and tracts of land described and/or shown on Exhibit “A” attached hereto, together with (a) all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all the Seller’s right, title and interest (if any) in the Property, as described in EXHIBIT A; subject to Seller’s retention of Seller any reservations as described in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”). 1.1.2 All of the buildings, structures and other improvements and all fixtures, systems and facilities located on the Land EXHIBIT B (the “Improvements”). 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property form of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”deed), including but not limited to (b) all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interestinterest in improvements and structures located on the Property, if any; (c) all of Seller’s tenements, in all intangible assets of any nature relating hereditaments, easements and rights appurtenant to the Land, the Improvements or the Personal Property, including, without limitationProperty including but not limited to, all of the Seller’s right, title, and interest in all (i) warranties and guaranties relating to streets, alleys or other public ways adjacent to the Improvements or Personal Property in Property, easements for public utilities, all sewers and service drainage easements, all rights of connection to the possession sewers, and all rights of Selleringress and egress, and all leases, licenses, government approvals and permits affecting the Property. (iid) all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related to the Land and Improvements, in each case to the extent that Seller may legally transfer the same (the “Intangible Property”). 1.1.6 All of Seller’s rightsright, title and interest in and to tangible personal property, if any, in all service contracts (other than management owned by the Seller and leasing contracts) affecting the Land attached or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), appurtenant to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements Property (the “Miscellaneous Personal Property”). 1.1.8 The Land and Improvements . Hereinafter, the items listed in Section 1.1 are hereinafter sometimes collectively referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, are hereinafter sometimes referred to collectively as the “PropertyPurchased Assets.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees to sell to Buyer Buyer, and Buyer agrees to purchase from Seller Seller, upon the terms and conditions of this Agreement: 1.1.1 All Fee simple title to all of those parcels and tracts of the land described and/or shown on Exhibit “A” attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land, including without limitation, all right, title and interest (if any) of Seller in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller in all mineral and development rights appurtenant to such land (collectively, the “Land”).; 1.1.2 All of the Fee simple title to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (collectively, the “Improvements”).; 1.1.3 The Improvements and the Land are herein collectively referred to as the “Real Property”; RP / DP Initials 1.1.4 All furnitureleases, equipmentincluding all amendments thereto (collectively, machinerythe “Tenant Leases”), inventorieswith all persons leasing the Real Property or any part thereof (each, suppliesa “Tenant, signs and collectively, the “Tenants”), all of which as of the Effective Date are reflected on Exhibit “B” attached hereto, and any entered into in accordance with the terms hereof prior to Closing, together with all security deposits, other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used deposits held in connection with the operation Tenant Leases, and all of Seller’s right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases; 1.1.5 Seller’s right, title and interest in and to (and expressly excluding any Tenant’s interest in and to): (i) any and all tangible personal property owned by Seller located on and/or used exclusively in connection with the Land Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies (collectively, the “Tangible Personal Property”); (ii) any and all plans and specifications, architectural and/or engineering drawings; and (iii) any and all trade names used or Improvementsutilized in connection with the Property, including, without limitation, the personal property listed on Exhibit trade name “BCountry Club Drive Medical Office Building”, (the “Intangible Personal Property” attached hereto (and collectively with the Tangible Personal Property, the “Personal Property”).; 1.1.4 All of Seller’s rights in 1.1.6 Any and all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit “C” (the “Rent Rolls”) and any leases that may be subsequently entered into in accordance with this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the “Tenant Deposits”) pursuant to the Leases. 1.1.5 All of Seller’s right, title and interest, if any, in all intangible assets of any nature relating to the Land, the Improvements or the Personal Property, including, without limitation, all of Seller’s right, title, and interest in all (i) warranties and guaranties relating to the Improvements or Personal Property in (collectively, the possession of Seller, (ii) all “Warranties”); 1.1.7 All use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and ImprovementsProperty (collectively, in each case the “Permits”); 1.1.8 All service contracts relating to the extent operation of the Property as of the Effective Date or entered into in accordance with this Agreement prior to Closing (collectively, the “Contracts”); provided, however and notwithstanding the foregoing, that Seller may legally transfer the same shall terminate effective at Closing, at Seller’s sole cost and expense, any Contracts that Buyer does not elect to assume pursuant to Section 3.4. 1.1.9 Seller’s right, title and interest in and to that certain License Agreement for Car Parking Spaces dated August 1, 2012, between RJR Management Two, LLC, a Georgia limited liability company (“Licensor”) and Seller as licensee (the “Intangible PropertyLicense Agreement”). 1.1.6 All of Seller’s rights, if any, in all service contracts (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (the “Property Contracts”), to the extent Buyer assumes the same in accordance with Section 3.4 below. 1.1.7 All rights, which the Seller may have, if any, in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned by Seller and related to or used in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”). 1.1.8 1.1.10 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, LeasesWarranties, Tenant DepositsPermits, Intangible PropertyContracts, the Property Contracts License Agreement and the Miscellaneous Property, other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property”.”

PROPERTY TO BE SOLD. Subject to the terms and provisions hereof, Seller agrees the Sellers agree to sell to Buyer Buyer, and Buyer agrees to purchase from Seller the Sellers, upon the terms and conditions of this Agreement: 1.1.1 All of those parcels the Sellers’ right, title and tracts interest in and to all of land described and/or shown on Exhibit “A” attached heretothe Parcels, together with all privileges, rights, easements and appurtenances belonging to such landthe Parcels, including without limitation, the leasehold rights under the Ground Leases, together with all security deposits or other deposits held in connection therewith (if any), and all right, title and interest (if any) of Seller the Sellers in and to any streets, alleys, passages, usufructs and other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Seller the Sellers in all mineral and development rights appurtenant to such land the Parcels (collectively, the “Land”).; 1.1.2 All The Sellers’ right and title under and pursuant to the Ground Leases (subject to (x) reversion under the applicable Ground Leases to the applicable Ground Lessor and (y) the rights of the Tenants (as hereafter defined) under the Tenant Leases (as hereafter defined) and any subtenants of the Tenants) to all buildings, structures and other improvements and all fixtures, systems and facilities located on the Land (the “Improvements”; together with the Land, from time to time, the “Real Property”).; 1.1.3 All furniture, equipment, machinery, inventories, supplies, signs and other tangible personal property of every kind and nature, if any, owned by Seller and installed, located or situated on or used in connection with the operation of the Land or Improvements, including, without limitation, Sellers’ applicable right in and to (i) leases (excluding the personal property listed on Exhibit “B” attached hereto (the “Personal Property”). 1.1.4 All of Ground Leases) entered into by a Seller’s rights in all leases and other occupancy agreements covering any portion of the Land or Improvements (the “Leases”), including all of the leases listed on the Rent Rolls attached hereto as Exhibit amendments thereto, with persons or entities (each a “C” (Tenant”, and collectively, the “Rent RollsTenants”) and leasing the Real Property or any leases that may be subsequently part thereof or hereafter entered into in accordance with the terms hereof prior to Closing (collectively, the “Tenant Leases”), together with all security deposits, other deposits held in connection with the Tenant Leases, and all of the Sellers’ right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Tenant Leases, and (ii) any sub-leases to which a Seller is a party or bound, including all amendments thereto, with persons or entities leasing all or a portion of the Real Property as sub-tenants of Tenants (“Sub-Leases”), together with all security deposits, other deposits held in connection with such Sub-Leases, and all of the Sellers’ right title and interest in and to all guarantees, letters of credit and other similar credit enhancements providing additional security for such Sub-Leases. For purposes of this Agreement, and including Seller’s rights to any tenant deposits held by Seller (the a) each of those master leases set forth on Schedule 1.1.3 attached hereto, as amended, shall constitute a “Tenant DepositsLease” and accordingly, each of the following shall constitute a “Tenant”: Xxxxx Hospital, Carlsbad Hospital, Hobbs Hospital, Hope Hospital, Lake Xxxxxxx Hospital, Lufkin Hospital, Victoria Hospital and Wharton Hospital, and (b) pursuant Sub-leases entered into by Tenants shall not be deemed to be included within the definition of “Tenant Leases”. For purposes of clarification, Buyer hereby acknowledges that Sellers have informed Buyer that the only Tenant Leases for which certain obligations of the Tenant are currently guaranteed are with respect to the Victoria Parcel and the Hope Parcel, as evidenced by and further described in, respectively, (i) that certain Lease Guaranty, dated February 2003, by Triad Hospitals, Inc. in favor of Victoria Seller, and (i) that certain Lease Guaranty, dated June 27, 2002, by Triad Hospitals, Inc. in favor of Hope Seller, as supplemented by that certain Consent to Assignment and Modification of Leases., among Hope Seller, Triad Hospitals, Inc., Hope Hospital, Predecessor Hope Hospital, and Signature Hospital, LLC, dated as of December 31, 2005; 1.1.5 1.1.4 All of Seller’s the Sellers’ right, title and interest, if any, interest in and to (i) any and all intangible assets of any nature relating to tangible personal property owned by the Land, Sellers located on or used exclusively in connection with the Improvements or the Personal Real Property, including, without limitation, sculptures, paintings and other artwork, equipment, furniture, tools and supplies as well as the Sellers’ rights in and to any reserve accounts held in connection with the Existing Loan (as defined below) (collectively, the “Tangible Personal Property”); and (ii) any and all plans and specifications; architectural and engineering drawings; the common name of Seller’s rightthe Real Property (collectively, titlethe “Intangible Personal Property”, and, collectively with the Tangible Personal Property, the “Personal Property”); 1.1.5 All of the Sellers’ rights in and interest in to all (i) warranties and guaranties relating to the Improvements or Personal Property (the “Warranties”); 1.1.6 All of the Sellers’ rights in the possession of Seller, (ii) and to all use, occupancy, building and operating licenses, permits, approvals, and development rights (iii) any trade name or names used or utilized in connection with the Land and Improvements, (iv) all plans and specifications related relating to the Land and Improvements, in each case to the extent that Seller may legally transfer the same Real Property (the “Intangible PropertyPermits”).; 1.1.6 1.1.7 All of Seller’s rightsservice contracts, if anyany leasing commission agreements, any property management agreements, any construction contracts, and similar type property-related agreements entered into by the Sellers (or to which Sellers are otherwise a party or entered into by Seller in all service contracts accordance with this Agreement) prior to Closing (other than management and leasing contracts) affecting the Land or Improvements as set forth on Exhibit “D” attached hereto (collectively, the “Property Contracts”), to the extent Buyer assumes the has agreed to assume same in accordance with pursuant to Section 3.4 below.and to the extent not required to be terminated pursuant to Section 4.5.2; 1.1.7 1.1.8 All rights, which of the Seller may have, if any, Sellers’ rights in and to any tenant data, telephone numbers and listings, all master keys and keys to common areas, all good will, if any, and any and all other rights, privileges and appurtenances owned the trade names used or utilized by Seller and related to or used the Sellers in connection with the existing business operation of the Land and Improvements (the “Miscellaneous Property”)., including, without limitation, as set forth on Schedule 1.1.8 hereof; and 1.1.8 1.1.9 The Land and Improvements are hereinafter sometimes referred to collectively as the “Real Property” and the Real Property, Personal Property, Leases, Tenant Deposits, Intangible Property, the Property Contracts and the Miscellaneous Property, Sellers’ interest in the other property described in this Section 1.1 are hereinafter sometimes referred to collectively as the “Property.”