10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 001-35568 (Healthcare Trust of America, Inc.)

Commission File Number: 333-190916 (Healthcare Trust of America Holdings, LP)

_________________________ 

HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

Maryland (Healthcare Trust of America, Inc.)	20-4738467
Delaware (Healthcare Trust of America Holdings, LP)	20-4738347
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16435 N. Scottsdale Road, Suite 320

Scottsdale, Arizona 85254

(Address of principal executive offices)

(480) 998-3478

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

Healthcare Trust of America, Inc.	x Yes	¨ No
Healthcare Trust of America Holdings, LP	x Yes	¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    

Healthcare Trust of America, Inc.	x Yes	¨ No
Healthcare Trust of America Holdings, LP	x Yes	¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Healthcare Trust of America, Inc.	Large-accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨	Emerging growth company ¨
			(Do not check if a smaller reporting company)
Healthcare Trust of America Holdings, LP	Large-accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨	Emerging growth company ¨
			(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Healthcare Trust of America, Inc.	¨
Healthcare Trust of America Holdings, LP	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

Healthcare Trust of America, Inc.	¨ Yes	x No
Healthcare Trust of America Holdings, LP	¨ Yes	x No

As of July 26, 2017, there were 200,671,340 shares of Class A common stock of Healthcare Trust of America, Inc. outstanding.

Explanatory Note

This Quarterly Report combines the Quarterly Reports on Form 10-Q (“Quarterly Report”) for the quarter ended June 30, 2017 of Healthcare Trust of America, Inc. (“HTA”), a Maryland corporation, and Healthcare Trust of America Holdings, LP (“HTALP”), a Delaware limited partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this Quarterly Report to “we,” “us,” “our,” “the Company” or “our Company” refer to HTA and HTALP, collectively, and all references to “common stock” shall refer to the Class A common stock of HTA.

HTA operates as a real estate investment trust (“REIT”) and is the general partner of HTALP. As of June 30, 2017, HTA owned a 98.0% partnership interest in HTALP, and other limited partners, including some of HTA’s directors, executive officers and their affiliates, owned the remaining partnership interest (including the long-term incentive plan (“LTIP” Units) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control, including its compliance with the Securities and Exchange Commission (“SEC”) filing requirements.

We believe it is important to understand the few differences between HTA and HTALP in the context of how we operate as an integrated consolidated company. HTA operates as an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity. Except for net proceeds from public equity issuances by HTA, which are generally contributed to HTALP in exchange for partnership units of HTALP, HTALP generates the capital required for the business through its operations and by direct or indirect incurrence of indebtedness or through the issuance of its partnership units.

Noncontrolling interests, stockholders’ equity and partners’ capital are the primary areas of difference between the condensed consolidated financial statements of HTA and HTALP. Limited partnership units in HTALP are accounted for as partners’ capital in HTALP’s condensed consolidated balance sheets and as noncontrolling interest reflected within equity in HTA’s condensed consolidated balance sheets. The differences between HTA’s stockholders’ equity and HTALP’s partners’ capital are due to the differences in the equity issued by HTA and HTALP, respectively.

We believe combining the Quarterly Reports of HTA and HTALP, including the notes to the condensed consolidated financial statements, into this single Quarterly Report results in the following benefits:

• enhances stockholders’ understanding of HTA and HTALP by enabling stockholders to view the business as a whole in the same manner that management views and operates the business;

• eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure in this Quarterly Report applies to both HTA and HTALP; and

• creates time and cost efficiencies through the preparation of a single combined Quarterly Report instead of two separate Quarterly Reports.

In order to highlight the material differences between HTA and HTALP, this Quarterly Report includes sections that separately present and discuss areas that are materially different between HTA and HTALP, including:

• the condensed consolidated financial statements;

• certain accompanying notes to the condensed consolidated financial statements, including Note 7 - Debt, Note 10 - Stockholders’ Equity and Partners’ Capital, Note 12 - Per Share Data of HTA and Note 13 - Per Unit Data of HTALP;

• the Funds From Operations (“FFO”) and Normalized FFO in Part 1, Item 2 of this Quarterly Report;

• the Controls and Procedures in Part 1, Item 4 of this Quarterly Report; and

• the Certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this Quarterly Report.

In the sections of this Quarterly Report that combine disclosure for HTA and HTALP, this Quarterly Report refers to actions or holdings as being actions or holdings of the Company. Although HTALP (directly or indirectly through one of its subsidiaries) is generally the entity that enters into contracts, holds assets and issues or incurs debt, management believes this presentation is appropriate for the reasons set forth above and because the business of the Company is a single integrated enterprise operated through HTALP.

2

HEALTHCARE TRUST OF AMERICA, INC. AND

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Healthcare Trust of America, Inc.
	Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016	4
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016	6
	Condensed Consolidated Statements of Equity for the Six Months Ended June 30 2017 and 2016	7
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016	8
Healthcare Trust of America Holdings, LP
	Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016	9
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016	10
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016	11
	Condensed Consolidated Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2017 and 2016	12
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016	13
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
	Notes to Unaudited Condensed Consolidated Financial Statements	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6.	Exhibits	46
Signatures		47

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

(Unaudited)

	June 30, 2017			December 31, 2016
ASSETS
Real estate investments:
Land	$	461,340		$	386,526
Building and improvements	5,699,968			3,466,516
Lease intangibles	635,330			467,571
Construction in progress	251			—
	6,796,889			4,320,613
Accumulated depreciation and amortization	(907,728		)	(817,593		)
Real estate investments, net	5,889,161			3,503,020
Investment in unconsolidated joint venture	68,901			—
Cash and cash equivalents	91,444			11,231
Restricted cash and escrow deposits	33,176			13,814
Receivables and other assets, net	175,340			173,461
Other intangibles, net	108,736			46,318
Total assets	$	6,366,758		$	3,747,844
LIABILITIES AND EQUITY
Liabilities:
Debt	$	2,784,162		$	1,768,905
Accounts payable and accrued liabilities	135,214			105,034
Derivative financial instruments - interest rate swaps	1,569			1,920
Security deposits, prepaid rent and other liabilities	55,286			49,859
Intangible liabilities, net	78,779			37,056
Total liabilities	3,055,010			1,962,774
Commitments and contingencies
Redeemable noncontrolling interests	4,663			4,653
Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—			—
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 200,646,523 and 141,719,134 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	2,006			1,417
Additional paid-in capital	4,384,483			2,754,818
Accumulated other comprehensive loss	(816		)	—
Cumulative dividends in excess of earnings	(1,164,607		)	(1,068,961		)
Total stockholders’ equity	3,221,066			1,687,274
Noncontrolling interests	86,019			93,143
Total equity	3,307,085			1,780,417
Total liabilities and equity	$	6,366,758		$	3,747,844

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except for per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Rental income	$	139,525		$	113,144		$	263,518		$	220,394
Interest and other operating income	354			90			708			155
Total revenues	139,879			113,234			264,226			220,549
Expenses:
Rental	43,523			35,061			82,543			68,414
General and administrative	8,472			6,813			16,895			13,586
Transaction	5,073			2,062			5,357			3,875
Depreciation and amortization	55,353			44,738			102,409			82,566
Impairment	5,093			—			5,093			—
Total expenses	117,514			88,674			212,297			168,441
Income before other income (expense)	22,365			24,560			51,929			52,108
Interest expense:
Interest related to derivative financial instruments	(239		)	(659		)	(563		)	(1,304		)
Gain (loss) on change in fair value of derivative financial instruments, net	45			(658		)	884			(3,450		)
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments	(194		)	(1,317		)	321			(4,754		)
Interest related to debt	(17,706		)	(13,989		)	(33,764		)	(28,117		)
Gain on sale of real estate, net	—			4,212			3			4,212
Loss on extinguishment of debt, net	(10,386		)	(22		)	(10,418		)	(22		)
Income from unconsolidated joint venture	63			—			63			—
Other income	6			72			14			125
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
Net income attributable to noncontrolling interests (1)	(66		)	(442		)	(521		)	(618		)
Net (loss) income attributable to common stockholders	$	(5,918	)	$	13,074		$	7,627		$	22,934
Earnings per common share - basic:
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.10		$	0.05		$	0.17
Earnings per common share - diluted:
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.09		$	0.05		$	0.17
Weighted average common shares outstanding:
Basic	176,464			136,528			159,218			132,932
Diluted	176,464			140,512			163,490			135,876
Dividends declared per common share	$	0.300		$	0.295		$	0.600		$	0.590
(1) Includes amounts attributable to redeemable noncontrolling interests.

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
Other comprehensive loss
Change in unrealized losses on cash flow hedges	(748		)	—			(836		)	—
Total other comprehensive loss	(748		)	—			(836		)	—
Total comprehensive (loss) income	(6,600		)	13,516			7,312			23,552
Comprehensive income attributable to noncontrolling interests	(27		)	(446		)	(449		)	(591		)
Total comprehensive (loss) income attributable to common stockholders	$	(6,627	)	$	13,070		$	6,863		$	22,961

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

	Class A Common Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Cumulative Dividends in Excess of Earnings			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Shares		Amount
Balance as of December 31, 2015	127,027		$	1,270		$	2,328,806		$	—		$	(950,652	)	$	1,379,424		$	27,534		$	1,406,958
Issuance of common stock	10,399		105			291,580			—			—			291,685			—			291,685
Issuance of operating partnership units in connection with an acquisition	—		—			—			—			—			—			70,754			70,754
Share-based award transactions, net	203		2			3,031			—			—			3,033			—			3,033
Repurchase and cancellation of common stock	(83	)	(1		)	(2,286		)	—			—			(2,287		)	—			(2,287		)
Redemption of noncontrolling interest and other	207		2			4,138			—			—			4,140			(4,598		)	(458		)
Dividends declared	—		—			—			—			(79,170		)	(79,170		)	(1,838		)	(81,008		)
Net income	—		—			—			—			22,934			22,934			591			23,525
Balance as of June 30, 2016	137,753		$	1,378		$	2,625,269		$	—		$	(1,006,888	)	$	1,619,759		$	92,443		$	1,712,202
Balance as of December 31, 2016	141,719		$	1,417		$	2,754,818		$	—		$	(1,068,961	)	$	1,687,274		$	93,143		$	1,780,417
Issuance of common stock	58,623		586			1,623,636			—			—			1,624,222			—			1,624,222
Issuance of operating partnership units in connection with an acquisition	—		—			—			—			—			—			610			610
Share-based award transactions, net	198		2			3,837			—			—			3,839			—			3,839
Repurchase and cancellation of common stock	(114	)	(1		)	(3,338		)	—			—			(3,339		)	—			(3,339		)
Redemption of noncontrolling interest and other	221		2			5,530			—			—			5,532			(5,532		)	—
Dividends declared	—		—			—			—			(103,273		)	(103,273		)	(2,651		)	(105,924		)
Net income	—		—			—			—			7,627			7,627			469			8,096
Other comprehensive loss	—		—			—			(816		)	—			(816		)	(20		)	(836		)
Balance as of June 30, 2017	200,647		$	2,006		$	4,384,483		$	(816	)	$	(1,164,607	)	$	3,221,066		$	86,019		$	3,307,085

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

HEALTHCARE TRUST OF AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net income	$	8,148		$	23,552
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	100,536			81,362
Share-based compensation expense	3,839			3,033
Bad debt expense	227			386
Impairment	5,093			—
Income from unconsolidated joint venture	(63		)	—
Gain on sale of real estate, net	(3		)	(4,212		)
Loss on extinguishment of debt, net	10,418			22
Change in fair value of derivative financial instruments	(884		)	3,450
Changes in operating assets and liabilities:
Receivables and other assets, net	(2,969		)	(667		)
Accounts payable and accrued liabilities	14,272			(5,983		)
Security deposits, prepaid rent and other liabilities	1,907			(4,543		)
Net cash provided by operating activities	140,521			96,400
Cash flows from investing activities:
Investments in real estate	(2,202,815		)	(336,760		)
Investment in unconsolidated joint venture	(68,839		)	—
Development of real estate	(348		)	—
Proceeds from the sale of real estate	4,746			23,368
Capital expenditures	(26,022		)	(21,826		)
Restricted cash, escrow deposits and other assets	(19,362		)	(426		)
Net cash used in investing activities	(2,312,640		)	(335,644		)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	305,000			336,000
Payments on unsecured revolving credit facility	(393,000		)	(293,000		)
Proceeds from unsecured senior notes	900,000			—
Payments on secured mortgage loans	(74,319		)	(22,791		)
Deferred financing costs	(9,400		)	—
Debt extinguishment costs	(10,391		)	—
Security deposits	1,964			765
Proceeds from issuance of common stock	1,624,222			292,984
Repurchase and cancellation of common stock	(3,339		)	(2,287		)
Dividends paid	(85,683		)	(76,018		)
Distributions paid to noncontrolling interest of limited partners	(2,722		)	(1,331		)
Net cash provided by financing activities	2,252,332			234,322
Net change in cash and cash equivalents	80,213			(4,922		)
Cash and cash equivalents - beginning of period	11,231			13,070
Cash and cash equivalents - end of period	$	91,444		$	8,148

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data)

(Unaudited)

	June 30, 2017			December 31, 2016
ASSETS
Real estate investments:
Land	$	461,340		$	386,526
Building and improvements	5,699,968			3,466,516
Lease intangibles	635,330			467,571
Construction in progress	251			—
	6,796,889			4,320,613
Accumulated depreciation and amortization	(907,728		)	(817,593		)
Real estate investments, net	5,889,161			3,503,020
Investment in unconsolidated joint venture	68,901			—
Cash and cash equivalents	91,444			11,231
Restricted cash and escrow deposits	33,176			13,814
Receivables and other assets, net	175,340			173,461
Other intangibles, net	108,736			46,318
Total assets	$	6,366,758		$	3,747,844
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt	$	2,784,162		$	1,768,905
Accounts payable and accrued liabilities	135,214			105,034
Derivative financial instruments - interest rate swaps	1,569			1,920
Security deposits, prepaid rent and other liabilities	55,286			49,859
Intangible liabilities, net	78,779			37,056
Total liabilities	3,055,010			1,962,774
Commitments and contingencies
Redeemable noncontrolling interests	4,663			4,653
Partners’ Capital:
Limited partners’ capital, 4,122,846 and 4,323,095 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	85,749			92,873
General partners’ capital, 200,646,523 and 141,719,134 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	3,221,336			1,687,544
Total partners’ capital	3,307,085			1,780,417
Total liabilities and partners’ capital	$	6,366,758		$	3,747,844

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Rental income	$	139,525		$	113,144		$	263,518		$	220,394
Interest and other operating income	354			90			708			155
Total revenues	139,879			113,234			264,226			220,549
Expenses:
Rental	43,523			35,061			82,543			68,414
General and administrative	8,472			6,813			16,895			13,586
Transaction	5,073			2,062			5,357			3,875
Depreciation and amortization	55,353			44,738			102,409			82,566
Impairment	5,093			—			5,093			—
Total expenses	117,514			88,674			212,297			168,441
Income before other income (expense)	22,365			24,560			51,929			52,108
Interest expense:
Interest related to derivative financial instruments	(239		)	(659		)	(563		)	(1,304		)
Gain (loss) on change in fair value of derivative financial instruments, net	45			(658		)	884			(3,450		)
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments	(194		)	(1,317		)	321			(4,754		)
Interest related to debt	(17,706		)	(13,989		)	(33,764		)	(28,117		)
Gain on sale of real estate, net	—			4,212			3			4,212
Loss on extinguishment of debt, net	(10,386		)	(22		)	(10,418		)	(22		)
Income from unconsolidated joint venture	63			—			63			—
Other income	6			72			14			125
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
Net (income) loss attributable to noncontrolling interests	(22		)	4			(52		)	(27		)
Net (loss) income attributable to common unitholders	$	(5,874	)	$	13,520		$	8,096		$	23,525
Earnings per common unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10		$	0.05		$	0.17
Earnings per common unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10		$	0.05		$	0.17
Weighted average common units outstanding:
Basic	180,672			140,512			163,490			135,877
Diluted	180,672			140,512			163,490			135,877
Dividends declared per common unit	$	0.300		$	0.295		$	0.600		$	0.590

The accompanying notes are an integral part of these condensed consolidated financial statements.

10

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
Net (loss) income	$	(5,852	)	$	13,516	$	8,148		$	23,552
Other comprehensive loss
Change in unrealized losses on cash flow hedges	(748		)	—		(836		)	—
Total other comprehensive loss	(748		)	—		(836		)	—
Total comprehensive (loss) income	(6,600		)	13,516		7,312			23,552
Comprehensive (income) loss attributable to noncontrolling interests	(22		)	4		(52		)	(27		)
Total comprehensive (loss) income attributable to common unitholders	$	(6,622	)	$	13,520	$	7,260		$	23,525

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(In thousands)

(Unaudited)

	General Partners’ Capital					Limited Partners’ Capital					Total Partners’ Capital
	Units		Amount			Units		Amount
Balance as of December 31, 2015	127,027		$	1,379,694		1,930		$	27,264		$	1,406,958
Issuance of general partner units	10,399		291,685			—		—			291,685
Issuance of limited partner units in connection with an acquisition	—		—			2,620		70,754			70,754
Share-based award transactions, net	203		3,033			—		—			3,033
Redemption and cancellation of general partner units	(83	)	(2,287		)	—		—			(2,287		)
Redemption of limited partner units and other	207		4,140			(207	)	(4,598		)	(458		)
Distributions declared	—		(79,170		)	—		(1,838		)	(81,008		)
Net income	—		22,934			—		591			23,525
Balance as of June 30, 2016	137,753		$	1,620,029		4,343		$	92,173		$	1,712,202
Balance as of December 31, 2016	141,719		$	1,687,544		4,323		$	92,873		$	1,780,417
Issuance of general partner units	58,623		1,624,222			—		—			1,624,222
Issuance of limited partner units in connection with an acquisition	—		—			21		610			610
Share-based award transactions, net	198		3,839			—		—			3,839
Redemption and cancellation of general partner units	(114	)	(3,339		)	—		—			(3,339		)
Redemption of limited partner units and other	221		5,532			(221	)	(5,532		)	—
Distributions declared	—		(103,273		)	—		(2,651		)	(105,924		)
Net income	—		7,627			—		469			8,096
Other comprehensive loss	—		(816		)	—		(20		)	(836		)
Balance as of June 30, 2017	200,647		$	3,221,336		4,123		$	85,749		$	3,307,085

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net income	$	8,148		$	23,552
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	100,536			81,362
Share-based compensation expense	3,839			3,033
Bad debt expense	227			386
Impairment	5,093			—
Income from unconsolidated joint venture	(63		)	—
Gain on sale of real estate, net	(3		)	(4,212		)
Loss on extinguishment of debt, net	10,418			22
Change in fair value of derivative financial instruments	(884		)	3,450
Changes in operating assets and liabilities:
Receivables and other assets, net	(2,969		)	(667		)
Accounts payable and accrued liabilities	14,272			(5,983		)
Security deposits, prepaid rent and other liabilities	1,907			(4,543		)
Net cash provided by operating activities	140,521			96,400
Cash flows from investing activities:
Investments in real estate	(2,202,815		)	(336,760		)
Investment in unconsolidated joint venture	(68,839		)	—
Development of real estate	(348		)	—
Proceeds from the sale of real estate	4,746			23,368
Capital expenditures	(26,022		)	(21,826		)
Restricted cash, escrow deposits and other assets	(19,362		)	(426		)
Net cash used in investing activities	(2,312,640		)	(335,644		)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	305,000			336,000
Payments on unsecured revolving credit facility	(393,000		)	(293,000		)
Proceeds from unsecured senior notes	900,000			—
Payments on secured mortgage loans	(74,319		)	(22,791		)
Deferred financing costs	(9,400		)	—
Debt extinguishment costs	(10,391		)	—
Security deposits	1,964			765
Proceeds from issuance of general partner units	1,624,222			292,984
Repurchase and cancellation of general partner units	(3,339		)	(2,287		)
Distributions paid to general partner	(85,683		)	(76,018		)
Distributions paid to limited partners and redeemable noncontrolling interests	(2,722		)	(1,331		)
Net cash provided by financing activities	2,252,332			234,322
Net change in cash and cash equivalents	80,213			(4,922		)
Cash and cash equivalents - beginning of period	11,231			13,070
Cash and cash equivalents - end of period	$	91,444		$	8,148

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively.

1. Organization and Description of Business

HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership. As of June 30, 2017, HTA owned a 98.0% partnership interest and other limited partners, including some of our directors, executive officers and their affiliates, owned the remaining partnership interest (including the LTIP Units) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control. HTA operates in an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity.

HTA is one of the largest publicly-traded REITs focused on medical office buildings (“MOBs”) in the U.S. as measured by the gross leasable area (“GLA”) of our MOBs. HTA conducts substantially all of its operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery, and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional property management and leasing platform to generate strong tenant relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing and property management oversight; (ii) target accretive acquisitions of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage.  Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio. HTA has qualified to be taxed as a REIT for federal income tax purposes and intends to continue to be taxed as a REIT.

On April 29, 2017, we entered into purchase and sale agreements (collectively, the “Purchase Agreements”) with Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (collectively, “Duke”) to acquire Duke’s MOB business (the “Duke Acquisition”) consisting of (i) 71 properties totaling approximately 6.6 million square feet of GLA and 95% leased, (ii) five properties in development and two expansion properties totaling approximately 470,000 square feet of GLA and which were 86% leased, (iii) interests in two buildings owned by joint ventures and (iv) two parcels of land totaling approximately 16.5 acres (collectively, the “Duke Assets”) for $2.75 billion.

Pursuant to the Purchase Agreements and during the three months ended June 30, 2017, we paid consideration of, before certain credits, proration and closing costs, $2.2 billion for 68 properties and a parcel of land, which includes a 50% ownership in a unconsolidated joint venture for $68.8 million as of the date of acquisition, totaling approximately 4.9 million square feet of GLA that were 93% leased as of the date of acquisition.

In addition, at the time the Duke Acquisition was announced, 31 of the Duke Assets valued at $1.3 billion were subject to rights of first offer and/or rights of first refusal in favor of unrelated third parties (the “ROFO/ROFR Assets”). As of June 30, 2017, 11 of the ROFO/ROFR Assets valued at $494.9 million had been exercised by unrelated third parties. Of the remaining Duke Assets, three properties closed in July 2017 for an aggregate purchase price of $131.7 million totaling approximately 245,000 square feet of GLA. The remaining parcel of land for $5.1 million is expected to close in the second half of 2017. See Note 3 - Investments in Real Estate for additional details.

Since 2006, we have invested $6.8 billion, including the Duke Acquisition, to create a portfolio of MOBs and other healthcare assets consisting of approximately 24.0 million square feet of GLA throughout the U.S. As of June 30, 2017, approximately 97.0% of our portfolio, based on GLA, was located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 19% of our total GLA as of June 30, 2017. Approximately 93% of our portfolio, based on GLA, is located in the top 75 metropolitan statistical areas (“MSAs”) with Atlanta, Boston, Dallas, Houston and Indianapolis being our largest markets by investment.

Our principal executive office is located at 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona, 85254.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2. Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements.

Basis of Presentation

Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2016 Annual Report on Form 10-K.

Principles of Consolidation

The consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests in our consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business, certain third parties have been issued partnership units in HTALP (“OP Units”). Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity in the consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of June 30, 2017 and December 31, 2016, there were approximately 4.1 million and 4.3 million, respectively, of OP Units issued and outstanding.

VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs, because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Unconsolidated Joint Ventures

We account for our investments in unconsolidated joint ventures using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method, the initial investment is recognized at cost and subsequently adjusted for our share of the net income or loss and any distributions from the joint venture. As of June 30, 2017 we had a 50% interest in one such investment with a carrying value, maximum exposure to risk, of $68.9 million which is recorded in investment in unconsolidated joint venture in the accompanying condensed consolidated balance sheets. We record our share of net income (loss) in income (loss) from unconsolidated joint venture in the accompanying condensed consolidated statements of operations. For the three months ended June 30, 2017, we recognized income of $63,000 from our unconsolidated joint venture.

Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended June 30, 2017 and 2016 was $39.0 million and $29.9 million, respectively. Depreciation expense of buildings and improvements for the six months ended June 30, 2017 and 2016 was $71.7 million and $55.6 million, respectively.

Recently Issued or Adopted Accounting Pronouncements

The following table provides a brief description of recently adopted accounting pronouncements:    

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2017-01 Business Combinations: Clarifying the Definition of a Business (Issued January 2017)	ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.	ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.

The following table provides a brief description of recently issued accounting pronouncements:

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2014-09 Revenue from Contracts with Customers (Issued May 2014)	ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.	In August 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the right of early adoption as of the original effective date.	We have identified our revenue streams and are currently evaluating the impact on our consolidated financial statements and internal accounting processes; although the majority of our revenues are derived from real estate lease contracts, as discussed in relation to ASU 2016-02 below, we do expect areas of impact to include non-lease components of revenue from lease agreements and real estate sale transactions. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective approach and the adoption is not expected to have a material impact on our consolidated financial statements.
ASU 2016-02 Leases (Issued February 2016)	ASU 2016-02 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.	ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted.	We will adopt ASU 2016-02 as of January 1, 2019 using the modified retrospective approach.  We are currently evaluating the full impact ASU 2016-02 will have on our consolidated financial statements, however, we anticipate that there will be a significant increase in our assets and liabilities on our consolidated balance sheets due to the recognition of operating leases with us as the lessee, including our corporate office leases and ground leases which represented rental expense of $7.6 million and have an average remaining term of 48.2 years for the year ended December 31, 2016.  In addition, the Company expects that it will have to bifurcate lease agreements in which the Company is the lessor, into lease components and certain non-lease components. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09."

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016)	ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.	ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted.	We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.
ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Issued August 2016)	ASU 2016-15 includes multiple provisions intended to clarify various aspects of cash flow presentation by making eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.	ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-15 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are still evaluating the impact ASU 2016-15 will have on our consolidated financial statements.
ASU 2016-18 Statement of Cash Flows: Restricted Cash (Issued November 2016)	ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.	ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-18 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements, however, we are still evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
ASU 2017-05 Other Income: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (Issued February 2017)	ASU 2017-05 defines an in-substance nonfinancial asset, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures.	ASU 2017-05 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-05 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements as we currently do not have this type of income. However, going forward we will continue to monitor any future impact.
ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017)	ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718.	ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-09 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are evaluating the impact of adopting ASU 2017-09 on our consolidated financial statements.

3. Investments in Real Estate

During the three months ended June 30, 2017, we entered into Purchase Agreements with Duke to acquire Duke’s Assets. As of June 30, 2017, we acquired 68 properties and a parcel of land of the Duke Assets, which includes a 50% ownership in a unconsolidated joint venture for $68.8 million as of the date of acquisition, for an aggregate purchase price of $2.2 billion totaling approximately 4.9 million square feet of GLA that were 93% leased as of the date of acquisition. As part of this acquisition, we entered into mortgage loans with an aggregate fair value of $286.0 million.

This brings our investments for the six months ended June 30, 2017, to an aggregate purchase price of $2.6 billion, including our unconsolidated joint venture. As part of these investments we incurred $16.5 million of costs attributable to these investments, which were capitalized in accordance with the adoption of ASU 2017-01 during the six months ended June 30, 2017. In addition, as part of an acquisition, we issued 20,687 OP Units with a market value at the time of issuance of $0.6 million.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

With the exception of the Duke Assets described above, the following investments were determined to be individually not significant, but significant on a collective basis. The allocations for these investments, which we own a controlling financial interest, are set forth below in the aggregate for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017			2016
Land	$	73,560		$	53,806
Building and improvements	2,225,012			347,729
In place leases	172,620			37,768
Below market leases	(27,529		)	(12,066		)
Above market leases	11,098			3,582
Below market leasehold interests	53,722			1,404
Above market leasehold interests	(16,564		)	(50		)
Below market debt	—			487
Net assets acquired	2,491,919			432,660
Other, net (1)	54,196			3,183
Aggregate purchase price	$	2,546,115		$	435,843
(1) For the six months ended June 30, 2017, other, net, consisted primarily of capital expenditures and tenant improvements received as credits at the time of acquisition.

Subsequent to June 30, 2017, we completed investments with an aggregate purchase price of $149.2 million. The purchase price of these investments were subject to certain post-closing adjustments. Due to the recent timing of the acquisitions of these investments, we have not completed our purchase price allocation with respect to these investments and, therefore, cannot provide disclosures at this time similar to those contained above in Note 3 - Investments in Real Estate to our condensed consolidated financial statements.

The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the six months ended June 30, 2017 and 2016, respectively (in years):

	Six Months Ended June 30,
	2017	2016
Acquired intangible assets	22.4	9.5
Acquired intangible liabilities	21.6	8.8

4. Impairment and Dispositions

During the six months ended June 30, 2017, we completed the disposition of an MOB located in Texas for a gross sales price of $5.0 million, representing approximately 48,000 square feet of GLA. In addition, during the three months ended June 30, 2017, we recorded impairment charges of $5.1 million related to one MOB located in Massachusetts. During the six months ended June 30, 2016, we completed a disposition of four senior care facilities for an aggregate gross sales price of $26.5 million.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5. Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands, except weighted average remaining amortization):

	June 30, 2017				December 31, 2016
	Balance			Weighted Average Remaining Amortization in Years	Balance			Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	464,506		9.6	$	294,597		9.7
Tenant relationships	170,824			10.7	172,974			10.6
Above market leases	39,159			6.2	28,401			6.3
Below market leasehold interests	91,857			65.1	38,136			60.4
	766,346				534,108
Accumulated amortization	(280,850		)		(256,305		)
Total	$	485,496		19.6	$	277,803		16.1
Liabilities:
Below market leases	$	61,507		14.7	$	34,370		18.6
Above market leasehold interests	28,195			44.9	11,632			53.0
	89,702				46,002
Accumulated amortization	(10,923		)		(8,946		)
Total	$	78,779		25.0	$	37,056		28.5

The following is a summary of the net intangible amortization for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Amortization recorded against rental income related to above and (below) market leases	$	(40	)	$	(20	)	$	(263	)	$	317
Rental expense related to above and (below) market leasehold interests	166			107			295			203
Amortization expense related to in place leases and tenant relationships	14,457			13,450			27,187			24,217

6. Receivables and Other Assets

Receivables and other assets consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands):

	June 30, 2017		December 31, 2016
Tenant receivables, net	$	10,764	$	8,722
Other receivables, net	4,105		9,233
Deferred financing costs, net	3,535		4,198
Deferred leasing costs, net	23,459		20,811
Straight-line rent receivables, net	78,981		74,052
Prepaid expenses, deposits, equipment and other, net	53,626		55,904
Derivative financial instruments - interest rate swaps	870		541
Total	$	175,340	$	173,461

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization expense related to deferred leasing costs	$	1,472	$	1,092	$	2,734	$	2,144
Interest expense related to deferred financing costs	332		332		663		663

7. Debt

Debt consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands):

	June 30, 2017			December 31, 2016
Unsecured revolving credit facility	$	—		$	88,000
Unsecured term loans	500,000			500,000
Unsecured senior notes	1,850,000			950,000
Fixed rate mortgages loans	416,727			204,562
Variable rate mortgages loans	38,420			38,904
	2,805,147			1,781,466
Deferred financing costs, net	(15,124		)	(9,527		)
Discount, net	(5,861		)	(3,034		)
Total	$	2,784,162		$	1,768,905

Unsecured Credit Agreement

Unsecured Revolving Credit Facility

In 2015, we entered into an $850.0 million Unsecured Credit Agreement. The actual amount of credit available to us is a function of certain loan-to-value and debt service coverage ratios set forth in the unsecured revolving credit facility. The maximum principal amount of the unsecured revolving credit facility may be increased, subject to additional financing being provided by our existing lenders or new lenders being added to the unsecured revolving credit facility. The unsecured revolving credit facility matures on January 31, 2020 and is guaranteed by us.

Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.88% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of June 30, 2017, the margin associated with our borrowings was 1.05% per annum and the facility fee was 0.20% per annum.

On July 27, 2017, we entered into an amended and restated $1.3 billion Unsecured Credit Agreement which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and February 1, 2013 for the $300.0 million unsecured term loan referenced below. The interest rate on the unsecured credit facility decreased to an adjusted LIBOR plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. The other terms of the Unsecured Credit Agreement prior to the amendment thereof remain substantially unchanged.

Unsecured Term Loan

As of June 30, 2017, we had a $300.0 million unsecured term loan outstanding that was guaranteed by us. Borrowings accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.80% per annum based on our credit rating. The margin associated with our borrowings as of June 30, 2017 was 1.15% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.40% per annum, based on our current credit rating. The unsecured term loan matures on January 31, 2019, and includes a one-year extension exercisable at the option of the borrower, subject to certain conditions.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Bridge Loan Facility

In connection with the Duke Acquisition, in May 2017, we entered into a senior unsecured bridge loan facility (the “Bridge Loan Facility”) which provided to us up to $2.47 billion, less the aggregate amount of proceeds from debt or equity capital raises or a senior term loan facility. The Bridge Loan Facility was made available to us on the closing of the Duke Acquisition and was scheduled to mature 364 days from the closing. As of June 30, 2017, we terminated the Bridge Loan Facility and no proceeds were used because we elected to fund the Duke Acquisition through other equity and debt offerings. In connection with the execution and subsequent termination of the Bridge Loan Facility, we incurred $10.4 million in related fees which we recorded in income (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

$200.0 Million Unsecured Term Loan

As of June 30, 2017, HTALP had a $200.0 million unsecured term loan outstanding which matures on September 26, 2023. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 1.50% to 2.45% per annum based on our credit rating. The margin associated with our borrowings as of June 30, 2017 was 1.65% per annum. HTALP had interest rate swaps in place that fixed the interest rate at 2.93% per annum, based on our current credit rating.

$300.0 Million Unsecured Senior Notes due 2021

As of June 30, 2017, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us and that mature on July 15, 2021. These unsecured senior notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), bear interest at 3.38% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum.

$400.0 Million Unsecured Senior Notes due 2022

In June 2017, in connection with the Duke Acquisition and the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.94% of the principal amount thereof, with an effective yield to maturity of 2.96% per annum. As of June 30, 2017, HTALP had $400.0 million of these unsecured senior notes outstanding that mature on July 1, 2022.

$300.0 Million Unsecured Senior Notes due 2023

As of June 30, 2017, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us and that mature on April 15, 2023. These unsecured senior notes are registered under the Securities Act, bear interest at 3.70% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.19% of the principal amount thereof, with an effective yield to maturity of 3.80% per annum.

$350.0 Million Unsecured Senior Notes due 2026

As of June 30, 2017, HTALP had $350.0 million of unsecured senior notes outstanding that are guaranteed by us and that mature on August 1, 2026. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.72% of the principal amount thereof, with an effective yield to maturity of 3.53% per annum.

$500.0 Million Unsecured Senior Notes due 2027

In June 2017, in connection with the Duke Acquisition and the $400.0 million unsecured senior notes due 2022 referenced above, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of June 30, 2017, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Fixed and Variable Rate Mortgages

In June 2017, as part of the Duke Acquisition, we were required by the seller to execute as the borrower for a part of the purchase price a senior secured first lien loan, subject to customary non-recourse carve-outs, in the amount of $286.0 million (the “Seller Financing”). The Seller Financing bears interest at 4.0% per annum and is payable in three equal payments maturing on January 10, 2020 and is guaranteed by us.

As of June 30, 2017, HTALP and its subsidiaries had fixed and variable rate mortgages loans with interest rates ranging from 2.70% to 6.39% per annum and a weighted average interest rate of 4.31% per annum. Including the impact of the interest rate swap associated with our variable rate mortgages, the weighted average interest rate was 4.46% per annum.

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of June 30, 2017 (in thousands):

Year	Amount
2017	$	2,291
2018	100,827
2019	405,940
2020	144,891
2021	303,934
Thereafter	1,847,264
Total	$	2,805,147

The above scheduled debt maturities do not include the extension available to us under the Unsecured Credit Agreement as discussed above.

Deferred Financing Costs

As of June 30, 2017, the future amortization of our deferred financing costs is as follows (in thousands):

Year	Amount
2017	$	1,283
2018	2,722
2019	2,728
2020	2,286
2021	2,008
Thereafter	4,097
Total	$	15,124

We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered net operating income to unsecured interest expense. As of June 30, 2017, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivative Financial Instruments

We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, our fair value of interest rate swap derivative liabilities is adjusted to reflect the impact of our credit quality.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. It is entered into to effectively fix the treasury component of an upcoming debt issuance.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three and six months ended June 30, 2017, such derivatives were used to hedge the variable cash flows associated with variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, 2017, we recorded approximately $21,000 and $27,000, respectively, of hedge ineffectiveness in earnings. We designated our derivative financial instruments as cash flow hedges in March 2017.

During the three months ended June 30, 2017, we entered into and settled two treasury locks designated as cash flow hedges with an aggregate notional amount of $250.0 million to hedge future fixed rate debt issuances, which fixed the 10-year swap rates at an average rate of 2.26% per annum. Upon settlement of these contracts during the three months ended June 30, 2017, we paid and reported a loss of $0.7 million which was recorded in accumulated other comprehensive loss in our accompanying condensed consolidated statements of comprehensive income (loss) and a gain of $25,000 which was recorded in the change in fair value of our derivative financial instruments in our accompanying condensed consolidated statements of operations.

Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional $0.5 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

As of June 30, 2017, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps	June 30, 2017
Number of instruments	5
Notional amount	$	190,074

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying condensed consolidated balance sheets as of June 30, 2017 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.

	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
Derivatives Designated as Hedging Instruments:	Balance Sheet Location	June 30, 2017		December 31, 2016		Balance Sheet Location	June 30, 2017		December 31, 2016
Interest rate swaps	Receivables and other assets	$	870	$	—	Derivative financial instruments	$	1,569	$	—

The tables below present the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.

	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):						Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016		Statement of Operations Location	2017			2016
Interest rate swaps	$	(1,041	)	$	—	Interest related to derivative financial instruments	$	(293	)	$	—	Interest related to derivative financial instruments	$	(21	)	$	—

	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):					Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Six Months Ended June 30,						Six Months Ended June 30,					Six Months Ended June 30,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016	Statement of Operations Location	2017			2016
Interest rate swaps	$	(1,205	)	$	—	Interest related to derivative financial instruments	$	(369	)	—	Interest related to derivative financial instruments	$	(27	)	$	—

Non-Designated Hedges

Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying condensed consolidated statements of operations. For the three and six months ended June 30, 2017, we recorded a gain on change in fair value of derivative financial instruments of $45,000 and $0.9 million, respectively.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The table below presents the fair value of our derivative financial instruments not designated as hedges as well as our classification in the accompanying condensed consolidated balance sheets as of December 31, 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, as of March 2017 we did not have derivatives not designated as hedging instruments.

	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
Derivatives NOT Designated as Hedging Instruments:	Balance Sheet Location	June 30, 2017		December 31, 2016		Balance Sheet Location	June 30, 2017		December 31, 2016
Interest rate swaps	Receivables and other assets	$	—	$	541	Derivative financial instruments	$	—	$	1,920

Tabular Disclosure of Offsetting Derivatives

The table below sets forth the net effects of offsetting and net presentation of our derivatives as of June 30, 2017 and December 31, 2016, respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets.

	Offsetting of Derivative Assets
	Gross Amounts of Recognized Assets		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2017	$	870	$	—	$	870	$	—	$	—	$	870
December 31, 2016	541		—		541		—		—		541

	Offsetting of Derivative Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2017	$	1,569	$	—	$	1,569	$	—	$	—	$	1,569
December 31, 2016	1,920		—		1,920		—		—		1,920

Credit Risk Related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.

As of June 30, 2017, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $1.7 million. As of June 30, 2017, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of these provisions of these agreements, we could have been required to settle our obligations under these agreements at an aggregate termination value of $1.7 million at June 30, 2017.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

9. Commitments and Contingencies

Litigation

We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material effect on our condensed consolidated financial position, results of operations or cash flows.

Environmental Matters

We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.

Other

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material effect on our condensed consolidated financial position, results of operations or cash flows.

10. Stockholders’ Equity and Partners’ Capital

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units.

During the six months ended June 30, 2017, we issued $1.7 billion of equity at an average price of $28.70 per share.

Common Stock Offerings

In January 2016, we entered into an equity distribution agreement with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $300.0 million. During the six months ended June 30, 2017, pursuant to this ATM, we issued and sold 3,998,000 shares of our common stock for $125.7 million of gross proceeds at an average price of $31.45 per share. As of June 30, 2017, $51.4 million remained available for issuance by us under this ATM.

During three months ended June 30, 2017, we, in connection with the Duke Acquisition, completed an underwritten public offering of 54,625,000 shares of our common stock for $1.6 billion of gross proceeds at a price of $28.50 per share.

Common Unit Offerings

During the six months ended June 30, 2017, we issued 20,687 OP Units in HTALP for approximately $0.6 million in connection with an acquisition transaction.

Common Stock Dividends

See our accompanying condensed consolidated statements of operations for the dividends declared during the three and six months ended June 30, 2017 and 2016. On July 31, 2017, our Board of Directors announced an increase in our quarterly dividend run rate by 1.7% to $0.305 per share of common stock, representing an annualized yield of $1.22 per share of common stock. The dividends are to be paid on October 6, 2017 to stockholders of record of our common stock on October 2, 2017.

Incentive Plan

Our Amended and Restated 2006 Incentive Plan (the “Plan”) permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. The Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000. As of June 30, 2017, there were 1,725,901 awards available for grant under the Plan.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

LTIP Units

Awards under the LTIP consist of Series C units inHTALPand were subject to the achievement of certain performance and market conditions in order to vest. Once vested, the Series C units were converted into common units of HTALP, which may be converted into shares of our common stock. The LTIP awards were fully expensed or forfeited in 2015.

Restricted Common Stock

For the three and six months ended June 30, 2017, we recognized compensation expense of $1.3 million and $3.8 million, respectively. For the three and six months ended June 30, 2016, we recognized compensation expense of $1.2 million and $3.0 million, respectively. Compensation expense for the three and six months ended June 30, 2017 and 2016 were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of June 30, 2017, there was $9.6 million of unrecognized compensation expense, net of estimated forfeitures, which will be recognized over a remaining weighted average period of 1.9 years.

The following is a summary of our restricted common stock activity as of June 30, 2017 and 2016, respectively:

	June 30, 2017				June 30, 2016
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	640,870		$	27.36	487,850		$	23.13
Granted	244,753		29.67		225,006		27.49
Vested	(248,138	)	25.15		(195,559	)	22.84
Forfeited	(47,344	)	28.54		(22,167	)	26.10
Ending balance	590,141		$	29.19	495,130		$	25.09

11. Fair Value of Financial Instruments

Financial Instruments Reported at Fair Value - Recurring

The table below presents our assets and liabilities measured at fair value on a recurring basis as of June 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	870	$	—	$	870
Liabilities:
Derivative financial instruments	$	—	$	1,569	$	—	$	1,569

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	541	$	—	$	541
Liabilities:
Derivative financial instruments	$	—	$	1,920	$	—	$	1,920

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Financial Instruments Reported at Fair Value - Non-Recurring

The table below presents our assets measured at fair value on a non-recurring basis as of June 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
MOB (1)	$	—	$	1,423	$	—	$	1,423
(1) During the three months ended June 30, 2017, we recognized a $5.1 million impairment charge to one MOB. The estimated fair value as of June 30, 2017 for this MOB was based upon real estate market comparables.

The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
MOB (1)	$	—	$	8,191	$	—	$	8,191
(1) During the year ended December 31, 2016, we recognized impairment charges of $1.3 million and $1.8 million to the carrying value of two MOBs. The estimated fair value as of December 31, 2016 for these two MOBs was based upon a pending sales agreement and real estate market comparables.

There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap derivative positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our interest rate swap derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Financial Instruments Disclosed at Fair Value

We consider the carrying values of cash and cash equivalents, tenant and other receivables, restricted cash and escrow deposits and accounts payable, and accrued liabilities, to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization. All of these financial instruments are considered Level 2.

The fair value of debt is estimated using borrowing rates available to us with similar terms and maturities, which is considered a Level 2 input. As of June 30, 2017, the fair value of the debt was $2,830.3 million compared to the carrying value of $2,784.2 million. As of December 31, 2016, the fair value of the debt was $1,784.0 million compared to the carrying value of $1,768.9 million.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

12. Per Share Data of HTA

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. For the three and six months ended June 30, 2017 and 2016, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

For the three months ended June 30, 2017, approximately 4.2 million shares of common stock were excluded from the computation of diluted shares as their impact would have been anti-dilutive. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Numerator:
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
Net income attributable to noncontrolling interests	(66		)	(442		)	(521		)	(618		)
Net (loss) income attributable to common stockholders	$	(5,918	)	$	13,074		$	7,627		$	22,934
Denominator:
Weighted average shares outstanding - basic	176,464			136,528			159,218			132,932
Dilutive shares	—			3,984			4,272			2,944
Weighted average shares outstanding - diluted	176,464			140,512			163,490			135,876
Earnings per common share - basic
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.10		$	0.05		$	0.17
Earnings per common share - diluted
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.09		$	0.05		$	0.17

13. Per Unit Data of HTALP

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per unit data):

	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
Numerator:
Net (loss) income	$	(5,852	)	$	13,516	$	8,148		$	23,552
Net (income) loss attributable to noncontrolling interests	(22		)	4		(52		)	(27		)
Net (loss) income attributable to common unitholders	$	(5,874	)	$	13,520	$	8,096		$	23,525
Denominator:
Weighted average units outstanding - basic	180,672			140,512		163,490			135,877
Dilutive units	—			—		—			—
Weighted average units outstanding - diluted	180,672			140,512		163,490			135,877
Earnings per common unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10	$	0.05		$	0.17
Earnings per common unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10	$	0.05		$	0.17

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

14. Supplemental Cash Flow Information

The following is the supplemental cash flow information for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017		2016
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	31,175	$	26,749
Income taxes paid	825		788
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	$	2,919	$	2,961
Debt and interest rate swaps assumed and entered into in connection with an acquisition	286,000		20,376
Dividend distributions declared, but not paid	61,492		41,770
Issuance of operating partnership units in connection with an acquisition	610		70,754
Note receivable retired in connection with an acquisition	2,494		—
Note receivable included in the consideration of a disposition	—		3,000
Redeemable noncontrolling interest assumed in connection with an acquisition	—		5,231
Redemption of noncontrolling interest	5,532		—

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The use of the words “we,” “us” or “our” refers to HTA and HTALP, collectively.

The following discussion should be read in conjunction with our condensed consolidated financial statements and notes appearing elsewhere in this Quarterly Report, as well as with the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2016 Annual Report on Form 10-K. Such condensed consolidated financial statements and information have been prepared to reflect HTA and HTALP’s financial position as of June 30, 2017 and December 31, 2016, together with results of operations and cash flows for the three and six months ended June 30, 2017 and 2016.

The information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations.

• Forward-Looking Statements;

• Executive Summary;

• Company Highlights;

• Critical Accounting Policies;

• Recently Issued or Adopted Accounting Pronouncements;

• Factors Which May Influence Results of Operations;

• Results of Operations;

• Non-GAAP Financial Measures;

• Liquidity and Capital Resources;

• Commitments and Contingencies;

• Debt Service Requirements;

• Off-Balance Sheet Arrangements; and

• Inflation.

Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Such statements include, in particular, statements about our plans, strategies, prospects and estimates regarding future MOB market performance. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Quarterly Report is filed with the SEC. We cannot guarantee the accuracy of any such forward-looking statements contained in this Quarterly Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Any such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation, those discussed in Part I, Item 1A - Risk Factors in our 2016 Annual Report on Form 10-K, which is incorporated herein.

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Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, our stockholders are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date made. In addition, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Executive Summary

HTA is one of the largest publicly-traded REITs focused on MOBs in the U.S. as measured by the GLA of its MOBs. HTA conducts substantially all of its operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional property management and leasing platform to generate strong tenant relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing and property management oversight; (ii) target accretive acquisitions of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage.  Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio.

On April 29, 2017, we entered into Purchase Agreements with Duke to acquire the Duke Assets for $2.75 billion. Pursuant to the Purchase Agreements and during the three months ended June 30, 2017, we paid consideration of, before certain credits, proration and closing costs, $2.2 billion for 68 properties and a parcel of land, which includes a 50% ownership in a unconsolidated joint ventures for $68.8 million as of the date of acquisition, totaling approximately 4.9 million square feet of GLA and that 93% leased as of the date of acquisition.

In addition, at the time the Duke Acquisition was announced, 31 of the Duke Assets valued at $1.3 billion were subject to ROFO/ROFR Assets in favor of unrelated third parties. As of June 30, 2017, 11 of the ROFO/ROFR Assets valued at $494.9 million had been exercised by unrelated third parties. Of the remaining Duke Assets, three properties closed in July 2017 for an aggregate purchase price of $131.7 million totaling approximately 245,000 square feet of GLA. The remaining parcel of land for $5.1 million is expected to close in the second half of 2017.

Since 2006, we have invested $6.8 billion, including the Duke Acquisition, to create a portfolio of MOBs and other healthcare assets consisting of approximately 24.0 million square feet of GLA throughout the U.S. As of June 30, 2017, approximately 97.0% of our portfolio, based on GLA, was located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 19% of our total GLA as of June 30, 2017. We are concentrated in 15 to 20 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. Approximately 93% of our portfolio, based on GLA, is located in the top 75 MSAs with Atlanta, Boston, Dallas, Houston and Indianapolis being our largest markets by investment.

Company Highlights

Portfolio Operating Performance

• For the three months ended June 30, 2017, our total revenue increased23.5%, or $26.6 million, to $139.9 million compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, our total revenue increased19.8%, or $43.7 million, to $264.2 million, compared to the six months ended June 30, 2016.

• For the three months ended June 30, 2017, net income or loss attributable to common stockholders was $(0.03) per diluted share, or a net loss of $(5.9) million, compared to $0.09 per diluted share, or net income of $13.1 million, for the three months ended June 30, 2016. For the six months ended June 30, 2017, net income attributable to common stockholders was $0.05 per diluted share, or $7.6 million, compared to $0.17 per diluted share, or $22.9 million, for the six months ended June 30, 2016.

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• For the three months ended June 30, 2017, HTA’s FFO was $0.30 per diluted share, or $54.2 million, a decrease of $0.08 per diluted share, or 21.1%, compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, HTA’s FFO was $0.70 per diluted share, or $114.4 million, a decrease of $0.04 per diluted share, or 5.4%, compared to the six months ended June 30, 2016.

• For the three months ended June 30, 2017, HTALP’s FFO was $0.30 per diluted share, or $54.2 million, a decrease of $0.08 per diluted share, or 21.1%, compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, HTALP’s FFO was $0.70 per diluted share, or $114.9 million, a decrease of $0.05 per diluted share, or 6.7%, compared to the six months ended June 30, 2016.

• For the three months ended June 30, 2017, HTA’s and HTALP’s Normalized FFO was $0.39 per diluted share, or $69.6 million, a decrease of $0.01 per diluted share, or 2.5%, compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, HTA’s and HTALP’s Normalized FFO was $0.79 per diluted share, or $129.8 million, a decrease of $0.01 per diluted share, or 1.3%, compared to the six months ended June 30, 2016.

• For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.

• For the three months ended June 30, 2017, our Net Operating Income (“NOI”) increased23.3%, or $18.2 million, to $96.4 million, compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, our NOI increased19.5%, or $29.6 million, to $181.7 million, compared to the six months ended June 30, 2016.

• For the three months ended June 30, 2017, our Same-property Cash NOI increased3.1%, or $2.2 million, to $75.0 million, compared to the three months ended June 30, 2016. For the six months ended June 30, 2017, our Same-Property Cash NOI increased3.1%, or $4.3 million, to $144.4 million, compared to the six months ended June 30, 2016.

• For additional information on NOI and Same-Property Cash NOI, see “NOI, Cash NOI and Same-Property Cash NOI” below, which includes a reconciliation from net income and an explanation of why we present these non-GAAP financial measures.

Internal Growth through Proactive Asset Management Leasing and Property Management

• As of June 30, 2017, our leased rate (includes leases which have been executed, but which have not yet commenced) was 92.0% by GLA and our occupancy rate was 91.1% by GLA.

• We entered into new and renewal leases on approximately 519,000 square feet of GLA and 1.3 million square feet of GLA, or 2.2% and 5.4%, respectively, of our portfolio, during the three and six months ended June 30, 2017, respectively.

• Tenant retention for the Same-Property portfolio was 78%, which included approximately 544,000 square feet of GLA and 1.0 million square feet of GLA of expiring leases, for the quarter and year to date, respectively, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.

• As of June 30, 2017, our in-house property management and leasing platform operated approximately 22.4 million square feet of GLA, or 93%, of our total portfolio.

Key Market Focused Strategy and Investments

We believe we have been one of the most active investors in the medical office sector over the last decade and have developed a presence across 15 to 20 key markets. In each of these markets we have established a strong asset management and leasing platform that has allowed us to develop valuable relationships with health systems, physician practices, universities, and regional development firms that have led to investment and leasing opportunities. Our local platforms have also enabled us to focus on generating cost efficiencies as we gain scale across individual markets and regions.

• As of June 30, 2017, we had an average of 1.1 million square feet of GLA in each of our top ten markets. We expect to establish this scale across 15 to 20 key markets as our portfolio expands.

• Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.

• Our investment strategy includes alignment with key healthcare systems, hospitals and leading academic medical universities.

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• Over the last several years, our investments have been focused in our key markets, with the majority of our investments also being located either on the campuses of, or aligned with, nationally and regionally recognized healthcare systems.

• On April 29, 2017, we entered into Purchase Agreements with Duke to acquire the Duke Assets for $2.75 billion. Pursuant to the Purchase Agreements and during the three months ended June 30, 2017, we paid consideration of, before certain credits, proration and closing costs, $2.2 billion for 68 properties and a parcel of land, which includes a 50% ownership in a unconsolidated joint venture for $68.8 million as of the date of acquisition, totaling approximately 4.9 million square feet of GLA that were 93% leased as of the date of acquisition.

In addition, at the time the Duke Acquisition was announced, 31 of the Duke Assets valued at $1.3 billion were subject to ROFO/ROFRs in favor of unrelated third parties. As of June 30, 2017, 11 of the ROFO/ROFR Assets valued at $494.9 million had been exercised by unrelated third parties. Of the remaining Duke Assets, three properties closed in July 2017 for an aggregate purchase price of $131.7 million totaling approximately 245,000 square feet of GLA. The remaining parcel of land for $5.1 million is expected to close in the second half of 2017.

• During the quarter, we also closed our purchase of Duke’s development and construction platform as part of the Duke Acquisition. This best-in-class development platform, renamed HTA-Development, has developed over $1.0 billion in medical real estate assets over the last 10 years. As part of the transition, we also announced the appointment of Keith Konkoli to the newly created position of Executive Vice President - Development. Mr. Konkoli will be responsible for HTA-Development’s national development and construction activities and will lead a team of 15 experienced professionals.

• During the six months ended June 30, 2017, we completed the disposition of an MOB located in Texas for a gross sales price of $5.0 million.

Financial Strategy and Balance Sheet Flexibility

• As of June 30, 2017, we had total leverage, measured by debt to market capitalization, of 30.4%. Total liquidity was $935.9 million, including cash and cash equivalents of $91.4 million and $844.5 million available on our unsecured revolving credit facility (includes the impact of $5.5 million of outstanding letters of credit) as of June 30, 2017.

• During the six months ended June 30, 2017, we issued and sold $1.7 billion of equity at an average price of $28.70 per share. This consisted of $1.6 billion from the sale of common stock in an underwritten public offering at an average price of $28.50 per share, $125.7 million from the sale of common stock under our ATM at an average price of $31.45 per share, and $0.6 million from the issuance of OP Units in connection with an acquisition transaction.

• In June 2017, we issued (i) $400.0 million of 5-year unsecured senior notes, with a coupon of 2.95% per annum, and (ii) $500.0 million of 10-year unsecured senior notes, with a coupon of 3.75% per annum in a public offering.

In addition, as part of the Duke Acquisition, (i) we were required by the seller to execute as the borrower $286.0 million of Seller Financing with an interest rate of 4% per annum, maturing in 2020, and (ii) we executed with one of our lenders a $2.47 billion Bridge Loan Facility. No draws were made on the Bridge Loan Facility during the completion of the acquisition and was thus terminated by us on June 16, 2017.

• On July 31, 2017, our Board of Directors announced an increase in the quarterly dividend run rate by 1.7% to $0.305 per share of common stock, representing an annualized rate of $1.22 per share of common stock.

Critical Accounting Policies

The complete list of our critical accounting policies was disclosed in our 2016 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies as disclosed herein.

Recently Issued or Adopted Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies to our accompanying condensed consolidated financial statements for a discussion of recently issued or adopted accounting pronouncements.

Factors Which May Influence Results of Operations

We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally and the risk factors previously listed in Part I, Item 1A - Risk Factors, in our 2016 Annual Report on Form 10-K that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the investment, management and operation of our properties.

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Rental Income

The amount of rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that will become available from unscheduled lease terminations at the then applicable rental rates. Negative trends in one or more of these factors could adversely affect our rental income in future periods.

Investment Activity

Including the Duke Acquisition, during the six months ended June 30, 2017, we had investments with an aggregate gross purchase price of $2.6 billion, which included a 50% ownership in a unconsolidated joint venture as of the date of the acquisition, and a disposition with a gross sales price of $5.0 million. During the six months ended June 30, 2016, we had investments with an aggregate gross purchase price of $435.8 million and a disposition with a gross sales price of $26.5 million. The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2017 and 2016

As of June 30, 2017 and 2016, we owned and operated approximately 24.0 million square feet of GLA and 17.0 million square feet of GLA, respectively, with a leased rate of 92.0% and 92.2%, respectively (includes leases which have been executed, but which have not yet commenced), and an occupancy rate of 91.1% and 91.6%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.

Rental Income

For the three and six months ended June 30, 2017 and 2016, respectively, rental income was comprised of the following (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Contractual rental income	$	134,702	$	109,765	$	254,599	$	213,577
Straight-line rent and amortization of above and (below) market leases	2,734		2,131		5,206		4,204
Other operating revenue	2,089		1,248		3,713		2,613
Total	$	139,525	$	113,144	$	263,518	$	220,394

Contractual rental income, which includes expense reimbursements, increased$24.9 million and $41.0 million for the three and six months ended June 30, 2017, respectively, compared to the three and six months ended June 30, 2016. The increases were primarily due to $33.0 million and $50.3 million of additional contractual rental income from our 2016 and 2017 acquisitions (including properties owned during both periods) for the three and six months ended June 30, 2017, respectively, and contractual rent increases, partially offset by a decrease in contractual rent as a result of buildings we sold during 2016 and 2017.

Average starting and ending annual base rents and square feet entered into for new and renewal leases consisted of the following for the three and six months ended June 30, 2017 and 2016, respectively (in square feet and per square foot of GLA):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
New and renewal leases:
Average starting annual base rents	$	22.36	$	21.50	$	22.52	$	21.78
Average ending annual base rents	22.19		21.70		22.71		21.81
Square feet of GLA	519,000		528,000		1,295,000		783,000

Lease rates can vary across markets, and lease rates that are considered above or below current market rent may change over time. Leases that expired in 2017 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type and term.

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Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the three and six months ended June 30, 2017 and 2016, respectively (in per square foot of GLA):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
New leases:
Tenant improvements	$	20.46	$	17.36	$	18.97	$	21.70
Leasing commissions	1.75		3.45		2.08		3.84
Tenant concessions	3.66		2.93		3.29		3.98
Renewal leases:
Tenant improvements	$	6.64	$	4.67	$	6.96	$	5.09
Leasing commissions	0.94		1.44		1.12		1.32
Tenant concessions	1.89		0.78		1.78		0.87

The average term for new and renewal leases executed consisted of the following for three and six months ended June 30, 2017 and 2016, respectively (in years):

	Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016
New leases	5.8	5.1	5.6	5.4
Renewal leases	4.4	5.4	4.7	4.9

Rental Expenses

For the three months ended June 30, 2017 and 2016, rental expenses attributable to our properties were $43.5 million and $35.1 million, respectively. For the six months ended June 30, 2017 and 2016, rental expenses attributable to our properties were $82.5 million and $68.4 million, respectively. The increases in rental expenses were primarily due to $11.0 million and $18.1 million of additional rental expenses associated with our 2016 and 2017 acquisitions for the three and six months ended June 30, 2017, respectively, partially offset by improved operating efficiencies and a decrease in rental expenses as a result of the buildings we sold during 2016 and 2017.

General and Administrative Expenses

For the three months ended June 30, 2017 and 2016, general and administrative expenses were $8.5 million and $6.8 million, respectively. For the six months ended June 30, 2017 and 2016, general and administrative expenses were $16.9 million and $13.6 million, respectively. General and administrative expenses include such costs as salaries, corporate overhead and professional fees, among other items.

Transaction Expenses

For the three months ended June 30, 2017 and 2016, transaction expenses were $5.1 million and $2.1 million, respectively. For the six months ended June 30, 2017 and 2016, transaction expenses were $5.4 million and $3.9 million, respectively. The increase in transaction expenses, which have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017, include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke Purchase Agreements in connection with the Duke Acquisition. As a result of the adoption, a significant portion of these expenses are now capitalized as part of our investment allocations.

Depreciation and Amortization Expense

For the three months ended June 30, 2017 and 2016, depreciation and amortization expense was $55.4 million and $44.7 million, respectively. For the six months ended June 30, 2017 and 2016, depreciation and amortization expense was $102.4 million and $82.6 million, respectively. The increases in depreciation and amortization expense were primarily due to the increase in the size of our portfolio.

Impairment

During the three and six months ended June 30, 2017, we recorded impairment charges of $5.1 million that related to an MOB in our portfolio located in Massachusetts. We did not record any impairment charges for the three and six months ended June 30, 2016.

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Interest Expense and Net Change in Fair Value of Derivative Financial Instruments

Interest expense, excluding the impact of the net change in fair value of derivative financial instruments, increased by $3.3 million and $4.9 million, during the three and six months ended June 30, 2017, respectively, compared to the three and six months ended June 30, 2016. The increases were primarily the result of higher average debt outstanding during the three and six months ended June 30, 2017, as a result of partially funding our investments over the last 12 months with debt and a change in the composition of debt, driven by an increase in long-term senior unsecured notes, including the $350.0 million 10-year senior unsecured notes issued in July 2016 at a coupon rate of 3.50% per annum, $400.0 million and $500.0 million 5-year and 10-year senior unsecured notes issued in June 2017 at a coupon rate of 2.95% per annum and 3.75% per annum, respectively, offset by a reduction in the aggregate variable unsecured revolving credit facility borrowings and mortgage loans outstanding. During the three and six months ended June 30, 2017, the fair market value of our derivatives increased $45,000 and $0.9 million, respectively, compared to a net decrease of $0.7 million and $3.5 million during the three and six months ended June 30, 2016, respectively.

To achieve our objectives, we borrow at both fixed and variable rates. From time to time, we also enter into derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements.

Gain or Loss on Extinguishment of Debt

For the three and six months ended June 30, 2017 and 2016, we realized a net loss on extinguishment of debt of $10.4 million and $22,000, respectively. The increase was due to fees we incurred in connection with the execution and our termination of the Bridge Loan Facility as part of the Duke Acquisition.

NOI and Same-Property Cash NOI

NOI increased$18.2 million to $96.4 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. NOI increased$29.6 million to $181.7 million for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. These increases were primarily due to $24.9 million and $36.7 million of additional NOI from our 2016 and 2017 acquisitions for the three and six months ended June 30, 2017, respectively, partially offset by a decrease in NOI as a result of the buildings we sold during 2016 and 2017, and a reduction in straight-line rent from properties we owned more than a year.

Same-Property Cash NOI increased$2.2 million to $75.0 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. Same-Property Cash NOI increased$4.3 million to $144.4 million for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. These increases were primarily the result of rent escalations, an increase in average occupancy and improved operating efficiencies.

Non-GAAP Financial Measures

FFO and Normalized FFO

We compute FFO in accordance with the current standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses from sales of real estate property and impairment write-downs of depreciable assets, plus depreciation and amortization related to investments in real estate, and after adjustments for unconsolidated partnerships and joint ventures. We present this non-GAAP financial measure because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Because FFO excludes depreciation and amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.

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We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on change in fair value of derivative financial instruments; (iii) gain or loss on extinguishment of debt; (iv) noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company); and (v) other normalizing items, which include items that are unusual and infrequent in nature. We present this non-GAAP financial measure because it allows for the comparison of our operating performance to other REITs and between periods on a consistent basis. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs. Normalized FFO should not be considered as an alternative to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as an indicator of our financial performance, nor is it indicative of cash available to fund cash needs. Normalized FFO should be reviewed in connection with other GAAP measurements.

The amounts included in the calculation of FFO and Normalized FFO are generally the same for HTALP and HTA, except for net income or loss attributable to common stockholders/unitholders, noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company) and the weighted average shares of our common stock or HTALP OP Units outstanding.

The following is the reconciliation of HTA’s FFO and Normalized FFO to net income attributable to common stockholders for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net (loss) income attributable to common stockholders	$	(5,918	)	$	13,074		$	7,627		$	22,934
Depreciation and amortization expense related to investments in real estate	54,968			44,411			101,657			81,932
Gain on sale of real estate, net	—			(4,212		)	(3		)	(4,212		)
Impairment	5,093			—			5,093			—
Proportionate share of joint venture depreciation, amortization and other adjustments	42			—			42			—
FFO attributable to common stockholders	$	54,185		$	53,273		$	114,416		$	100,654
Transaction expenses (1)	430			2,062			714			3,875
(Gain) loss on change in fair value of derivative financial instruments, net	(45		)	658			(884		)	3,450
Loss on extinguishment of debt, net	10,386			22			10,418			22
Noncontrolling income from partnership units included in diluted shares	44			446			469			591
Other normalizing items, net (2)	4,643			—			4,643			(16		)
Normalized FFO attributable to common stockholders	$	69,643		$	56,461		$	129,776		$	108,576
Net (loss) income attributable to common stockholders per diluted share	$	(0.03	)	$	0.09		$	0.05		$	0.17
FFO adjustments per diluted share, net	0.33			0.29			0.65			0.57
FFO attributable to common stockholders per diluted share	$	0.30		$	0.38		$	0.70		$	0.74
Normalized FFO adjustments per diluted share, net	0.09			0.02			0.09			0.06
Normalized FFO attributable to common stockholders per diluted share	$	0.39		$	0.40		$	0.79		$	0.80
Weighted average diluted common shares outstanding (3)	180,672			140,512			163,490			135,876
(1) For the three and six months ended June 30, 2017, amounts have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017.
(2) For the three and six months ended June 30, 2017, other normalizing items include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke Purchase Agreements in connection with the Duke Acquisition that were included in transaction expenses on our condensed consolidated statements of operations. In addition, other normalizing items excludes lease termination fees as they are deemed to be generated in the ordinary course of business.
(3) For the three months ended June 30, 2017 these securities are anti-dilutive on a GAAP basis as a result of our net loss, but are considered dilutive on a non-GAAP basis in periods where we report non-GAAP net income.

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The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per unit data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net (loss) income attributable to common unitholders	$	(5,874	)	$	13,520		$	8,096		$	23,525
Depreciation and amortization expense related to investments in real estate	54,968			44,411			101,657			81,932
Gain on sale of real estate, net	—			(4,212		)	(3		)	(4,212		)
Impairment	5,093			—			5,093			—
Proportionate share of joint venture depreciation, amortization and other adjustments	42			—			42			—
FFO attributable to common unitholders	$	54,229		$	53,719		$	114,885		$	101,245
Transaction expenses (1)	430			2,062			714			3,875
(Gain) loss on change in fair value of derivative financial instruments, net	(45		)	658			(884		)	3,450
Loss on extinguishment of debt, net	10,386			22			10,418			22
Other normalizing items, net (2)	4,643			—			4,643			(16		)
Normalized FFO attributable to common unitholders	$	69,643		$	56,461		$	129,776		$	108,576
Net (loss) income attributable to common unitholders per diluted unit	$	(0.03	)	$	0.10		$	0.05		$	0.17
FFO adjustments per diluted unit, net	0.33			0.28			0.65			0.58
FFO attributable to common unitholders per diluted unit	$	0.30		$	0.38		$	0.70		$	0.75
Normalized FFO adjustments per diluted unit, net	0.09			0.02			0.09			0.05
Normalized FFO attributable to common unitholders per diluted unit	$	0.39		$	0.40		$	0.79		$	0.80
Weighted average diluted common units outstanding	180,672			140,512			163,490			135,877
(1) For the three and six months ended June 30, 2017, amounts have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017.
(2) For the three and six months ended June 30, 2017, other normalizing items include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke Purchase Agreements in connection with the Duke Acquisition that were included in transaction expenses on our condensed consolidated statements of operations. In addition, other normalizing items excludes lease termination fees as they are deemed to be generated in the ordinary course of business.

NOI, Cash NOI and Same-Property Cash NOI

NOI is a non-GAAP financial measure that is defined as net income or loss (computed in accordance with GAAP) before: (i) general and administrative expenses; (ii) transaction expenses; (iii) depreciation and amortization expense; (iv) impairment; (v) interest expense and net change in fair value of derivative financial instruments; (vi) gain or loss on sales of real estate; (vii) gain or loss on extinguishment of debt; and (viii) other income or expense. We believe that NOI provides an accurate measure of the operating performance of our operating assets because NOI excludes certain items that are not associated with the management of our properties. Additionally, we believe that NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. NOI should be reviewed in connection with other GAAP measurements.

Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments and (ii) amortization of below and above market leases/leasehold interests and lease termination fees. Contractual base rent, contractual rent increases, contractual rent concessions and changes in occupancy or lease rates upon commencement and expiration of leases are a primary driver of our revenue performance. We believe that Cash NOI, which removes the impact of straight-line rent adjustments, provides another measurement of the operating performance of our operating assets. Additionally, we believe that Cash NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term Cash NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Cash NOI should be reviewed in connection with other GAAP measurements.

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To facilitate the comparison of Cash NOI between periods, we calculate comparable amounts for a subset of our owned properties referred to as “Same-Property”. Same-Property Cash NOI excludes properties which have not been owned and operated by us during the entire span of all periods presented, excluding properties intended for disposition in the near term, notes receivable interest income and certain non-routine items. Same-Property Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Same-Property Cash NOI should be reviewed in connection with other GAAP measurements.

The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net income for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
General and administrative expenses	8,472			6,813			16,895			13,586
Transaction expenses (1)	5,073			2,062			5,357			3,875
Depreciation and amortization expense	55,353			44,738			102,409			82,566
Impairment	5,093			—			5,093			—
Interest expense and net change in fair value of derivative financial instruments	17,900			15,306			33,443			32,871
Gain on sale of real estate, net	—			(4,212		)	(3		)	(4,212		)
Loss on extinguishment of debt, net	10,386			22			10,418			22
Other income	(6		)	(72		)	(14		)	(125		)
NOI	$	96,419		$	78,173		$	181,746		$	152,135
Straight-line rent adjustments, net	(1,616		)	(1,024		)	(2,825		)	(2,475		)
Amortization of (below) and above market leases/leasehold interests, net and lease termination fees	126			77			32			494
Cash NOI	$	94,929		$	77,226		$	178,953		$	150,154
Notes receivable interest income	(294		)	—			(586		)	—
Non Same-Property Cash NOI	(19,593		)	(4,431		)	(33,931		)	(10,020		)
Same-Property Cash NOI (2)	$	75,042		$	72,795		$	144,436		$	140,134
(1) For the three and six months ended June 30, 2017, transaction costs, which have been adjusted to reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017, include $4.6 million of compensation and severance payments to Duke employees pursuant to the Duke Purchase Agreements in connection with the Duke Acquisition.
(2) Same-Property includes 305 and 296 buildings for the three and six months ended June 30, 2017 and 2016, respectively.

Liquidity and Capital Resources

Our primary sources of cash include: (i) cash flow from operations; (ii) borrowings under our unsecured revolving credit facility; (iii) net proceeds from the issuances of debt and equity securities; and (iv) proceeds from our dispositions. During the next 12 months our primary uses of cash are expected to include: (a) the funding of acquisitions of MOBs and other facilities that serve the healthcare industry; (b) capital expenditures; (c) the payment of operating expenses; (d) debt service payments, including principal payments; and (e) the payment of dividends to our stockholders. We anticipate cash flow from operations, restricted cash and reserve accounts and our unsecured revolving credit facility, if needed, will be sufficient to fund our operating expenses, capital expenditures and dividends to stockholders. Investments and maturing indebtedness may require funds from the issuance of debt and/or equity securities or proceeds from sales of real estate.

As of June 30, 2017, we had liquidity of $935.9 million, including $844.5 million available under our unsecured revolving credit facility (includes the impact of $5.5 million of outstanding letters of credit) and $91.4 million of cash and cash equivalents.

As of June 30, 2017, $51.4 million was available for issuance under our $300.0 million ATM program. In addition, we had unencumbered properties with a gross book value of $5.3 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions and our operating performance.

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When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of June 30, 2017, we estimate that our expenditures for capital improvements for the remainder of 2017 will range from $20.0 million to $30.0 million depending on leasing activity. As of June 30, 2017, we had $2.6 million of restricted cash and reserve accounts for such capital expenditures. We cannot provide assurance, however, that we will not exceed these estimated expenditure levels.

If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of asset sales, or increased capital expenditures and leasing costs compared to historical levels due to competitive market conditions for new and renewal leases, the effect would be a reduction of net cash provided by operating activities. If such a reduction of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available is based on various assumptions which are difficult to predict, including the levels of our leasing activity and related leasing costs. Any changes in these assumptions could impact our financial results and our ability to fund working capital and unanticipated cash needs.

Cash Flows

The following is a summary of our cash flows for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017			2016			Change
Cash and cash equivalents - beginning of period	$	11,231		$	13,070		$	(1,839	)
Net cash provided by operating activities	140,521			96,400			44,121
Net cash used in investing activities	(2,312,640		)	(335,644		)	(1,976,996		)
Net cash provided by financing activities	2,252,332			234,322			2,018,010
Cash and cash equivalents - end of period	$	91,444		$	8,148		$	83,296

Net cash provided by operating activities increased in 2017 primarily due to the impact of our 2016 and 2017 acquisitions, contractual rent increasesand improved operating efficiencies, partially offset by our 2016 and 2017 dispositions. We anticipate cash flows from operating activities to increaseas a result of the above items and continued leasing activity in our existing portfolio.

For the six months ended June 30, 2017, net cash used in investing activities primarily related to the investment in real estate was $2.2 billion, investment in unconsolidated joint venture was $68.8 million, and capital expenditures was $26.0 million, and was partially offset by proceeds from the sale of real estate of $4.7 million. For the six months ended June 30, 2016, net cash used in investing activities primarily related to the investment in real estate was $336.8 million and capital expenditures was $21.8 million, and was partially offset by proceeds from the sale of real estate of $23.4 million. We anticipate cash flows used in investing activities to increase as we continue to acquire more properties.

For the six months ended June 30, 2017, net cash provided by financing activities primarily related to the net proceeds of shares of common stock issued was $1.6 billion and net proceeds on the issuance of senior notes was $900.0 million, and was partially offset by net payments on our Unsecured Credit Agreement of $88.0 million, dividends paid to holders of our common stock of $85.7 million, and payments on our secured mortgage loans of $74.3 million. For the six months ended June 30, 2016, net cash provided by financing activities primarily related to the net proceeds of shares of common stock issued was $293.0 million and net borrowings was $43.0 million on our Unsecured Credit Agreement, and was partially offset by dividends paid to holders of our common stock of $76.0 million and payments on our mortgage loans of $22.8 million.

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Dividends

The amount of dividends we pay to our stockholders is determined by our Board of Directors, in their sole discretion, and is dependent on a number of factors, including funds available, our financial condition, capital expenditure requirements and annual dividend distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. We have paid monthly or quarterly dividends since February 2007, and if our investments produce sufficient cash flow, we expect to continue to pay dividends to our stockholders. Because our cash available for dividend distributions in any year may be less than 90% of our taxable income for the year, we may obtain the necessary funds through borrowings, issuing new securities or selling assets to pay out enough of our taxable income to satisfy our dividend distribution requirement. Our organizational documents do not establish a limit on dividends that may constitute a return of capital for federal income tax purposes. The dividend we pay to our stockholders is equal to the distributions received from HTALP in accordance with the terms of HTALP’s partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce our dividend rate and we cannot guarantee the timing and amount of dividends that it may pay in the future, if any.

For the six months ended June 30, 2017, we paid cash dividends of $85.7 million. In July 2017, we paid cash dividends of $60.2 million for the quarter ended June 30, 2017. On July 31, 2017, our Board of Directors announced an increase in our quarterly dividend run rate by 1.7% to $0.305 per share of common stock, representing an annualized yield of $1.22 per share of common stock. The dividends are to be paid on October 6, 2017 to stockholders of record of our common stock on October 2, 2017.

Financing

We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure in the long term. However, our total leverage may fluctuate on a short term basis as we execute our business strategy. As of June 30, 2017, our leverage ratio, measured by debt to market capitalization, was 30.4%.

As of June 30, 2017, we had debt outstanding of $2.8 billion and the weighted average interest rate was 3.47% per annum, inclusive of the impact of our interest rate swaps. The follow ing is a summary of our unsecured and secured debt. See Note 7 - Debt to our accompanying condensed consolidated financial statements for a further discussion of our debt.

Unsecured Revolving Credit Facility

As of June 30, 2017, $844.5 million was available on our $850.0 million unsecured revolving credit facility. Our unsecured revolving credit facility matures in January 2020.

Unsecured Term Loans

As of June 30, 2017, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement maturing in 2019, and $200.0 million maturing in 2023. The $300.0 million term loan includes a one-year extension exercisable at our option, subject to certain conditions.

Unsecured Senior Notes

As of June 30, 2017, we had $1.85 billion of unsecured senior notes outstanding, comprised of $300.0 million maturing in 2021, $400.0 million maturing in 2022, $300.0 million maturing in 2023, $350.0 million maturing in 2026, and $500.0 million maturing in 2027.

Mortgage Loans

During the three months ended June 30, 2017, as a part of the Duke Acquisition pursuant to a requirement of the seller we entered as the borrower into $286.0 million of Seller Financing maturing in 2020. During the six months ended June 30, 2017, we made payments of $74.3 million on our mortgage loans and have $2.3 million of principal payments due during the remainder of 2017.

Commitments and Contingencies

There have been no material changes from the commitments and contingencies disclosed in our 2016 Annual Report on Form 10-K.

Debt Service Requirements

We are required by the terms of our applicable loan agreements to meet certain financial covenants, such as minimum net worth and liquidity, and reporting requirements, among others. As of June 30, 2017, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.

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Off-Balance Sheet Arrangements

As of June 30, 2017, we have no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

We are exposed to inflation risk as income from future long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that protect us from the impact of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements on a per square foot allowance. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to cover inflation.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the information regarding market risk that was provided in our 2016 Annual Report on Form 10-K. The table below presents, as of June 30, 2017, the principal amounts of our fixed and variable debt and the weighted average interest rates, excluding the impact of interest rate swaps, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes (in thousands, except interest rates):

	Expected Maturity Date
	2017			2018			2019			2020			2021			Thereafter			Total
Fixed rate debt	$	1,789		$	99,777		$	104,821		$	117,768		$	303,425		$	1,639,147		$	2,266,727
Weighted average interest rate on fixed rate debt (per annum)	5.42		%	4.05		%	4.19		%	4.41		%	3.40		%	3.57		%	3.64		%
Variable rate debt	$	502		$	1,050		$	301,119		$	27,123		$	509		$	208,117		$	538,420
Weighted average interest rate on variable rate debt based on forward rates in effect as of June 30, 2017 (per annum)	3.09		%	3.28		%	2.84		%	3.44		%	4.64		%	4.04		%	2.62		%

As of June 30, 2017, we had $2.8 billion of fixed and variable rate debt with interest rates ranging from 2.40% to 6.39% per annum and a weighted average interest rate of 3.45% per annum, excluding the impact of interest rate swaps. We had $2.3 billion (excluding net premium/discount and deferred financing costs) of fixed rate debt with a weighted average interest rate of 3.64% per annum and $538.4 million (excluding net premium/discount and deferred financing costs) of variable rate debt with a weighted average interest rate of 2.62% per annum as of June 30, 2017, excluding the impact of interest rate swaps.

As of June 30, 2017, the fair value of our fixed rate debt was $2.3 billion and the fair value of our variable rate debt was $539.5 million based upon prevailing market rates as of June 30, 2017.

As of June 30, 2017, we had interest rate swaps outstanding that effectively fix $190.1 million of our variable rate debt. Including the impact of these interest rate swaps, the effective rate on our variable rate and total debt is 2.76% and 3.47% per annum, respectively.

In addition to changes in interest rates, the value of our future properties is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt if necessary.

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Item 4. Controls and Procedures

Healthcare Trust of America, Inc.

HTA’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.

As of June 30, 2017, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and the Chief Financial Officer concluded that HTA’s disclosure controls and procedures were effective as of June 30, 2017.

We acquired the Duke Assets during the quarter ended June 30, 2017 and are currently in the process of integrating the assets and development platform into our existing internal controls over financial reporting. Except for any changes in internal controls related to the integration of the Duke Assets, there were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

August 1, 2017

Healthcare Trust of America Holdings, LP

HTALP’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.

As of June 30, 2017, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and the Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, concluded that HTALP’s disclosure controls and procedures were effective as of June 30, 2017.

We acquired the Duke Assets during the quarter ended June 30, 2017 and are currently in the process of integrating the assets and development platform into our existing internal controls over financial reporting. Except for any changes in internal controls related to the integration of the Duke Assets, there were no changes in HTALP’s internal control over financial reporting that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting.

August 1, 2017

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to claims and litigation arising in the ordinary course of business. We do not believe any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on our accompanying condensed consolidated financial statements.

Item 1A. Risk Factors

The risk factors set forth below should be read in conjunction with the risk factors previously disclosed in our 2016 Annual Report on Form 10-K.

Risks Related to the Acquisitions

The intended benefits of the Duke Acquisition may not be realized, which could have a negative impact on the market price of our common stock after the Duke Acquisition.

The Duke Acquisition poses risks for our ongoing operations, including that:

• our senior management’s attention may be diverted from the management of daily operations to the integration of the Duke Assets, including management of assets located outside of our core markets;

•  we may bear costs and expenses associated with any undisclosed or potential liabilities;

• the Duke Assets may not perform as well as we anticipate; and

• unforeseen difficulties may arise in integrating the Duke Assets into our portfolio, maintaining consistent standards, controls, policies and procedures, or realizing the anticipated benefits of the Duke Acquisition within the anticipated timeframe or at all.

Also, we acquired assets and assumed liabilities in connection with the Duke Acquisition on an “as is” basis with limited representations from Duke surviving after the closing of the Duke Acquisition, which limits our recourse against such sellers for breaches of representations after closing, which in turn may expose us to unexpected material losses or expenses after the closing.

In addition, our diligence investigations with respect to the Duke Assets was more limited than would be the case if we had acquired individual hospital facilities, MOBs or land parcels, which may also expose us to unexpected material losses or expenses after the closing.

As a result of the foregoing, we cannot assure you that the Duke Acquisition will be accretive to us in the near term or at all. Furthermore, if we fail to realize the intended benefits of the Duke Acquisition, the market price of our common stock could decline to the extent that the market price reflects those benefits.

Our qualification as a REIT will depend in part on the nature of the assets and rights to income we acquired as part of the Duke Acquisition.

Although we intended to structure our ownership and operations of the Duke Assets in a way that would allow us to continue to qualify as a REIT for federal income tax purposes, no assurances can be given that we will be successful.

As a result of the Duke Acquisition, we acquired interests in certain assets that are not, or may not be, qualifying assets and which may not produce qualifying income for purposes of the REIT asset and income tests. Although we do not expect that the amounts of such non-qualifying assets and income will jeopardize our REIT qualification, we may discover additional non-qualifying assets or income. To maintain our REIT qualification we may be required to hold significant assets acquired in connection with the Duke Acquisition through our taxable REIT subsidiaries, or TRSs. We also may hold certain Duke Assets through our TRSs to avoid the risk of incurring the 100% prohibited transaction tax on any such assets that we plan to sell at a gain. Our domestic TRSs are subject to U.S. tax as regular corporations.

45

The Duke Acquisition significantly increases the size of our real estate portfolio and related personnel and operating and financial needs, and we may not be successful in integrating the Duke Assets into our business.

The Duke Acquisition involves a variety of risks, including potential difficulties in integrating the Duke Assets, diversions of our management resources, differing levels of management and internal control effectiveness at the acquired entities and other unanticipated problems and liabilities. Any of these risks could adversely affect our financial results and reduce or delay our ability to obtain the expected benefits of the Duke Acquisition.

In addition, the increased need for financial resources that will result from the Duke Acquisition, as well as the diversion of our management resources, may affect our existing development, redevelopment and acquisition portfolios and development rights pipeline. As a result, there may be unexpected delays in the timing of our activities relating to our existing real estate portfolios and pipeline, and we may encounter unexpected costs or we may not succeed in obtaining the expected benefits of our currently expected real estate development and acquisition activities. These issues could also increase our capital requirements, which may require us to issue potentially dilutive equity securities and incur additional debt.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended June 30, 2017, we repurchased shares of our common stock as follows:

Period	Total Number of Shares Purchased (1) (2)	Average Price Paid per Share (1) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2017 to April 30, 2017	582	$	31.46	—	—
May 1, 2017 to May 31, 2017	2,184	30.83		—	—
June 1, 2017 to June 30, 2017	4,347	31.10		—	—
(1) Purchases mainly represent shares withheld to satisfy withholding obligations on the vesting of restricted shares. The price paid per share was the then closing price of our common stock on the NYSE.
(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership. Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.

Item 6. Exhibits

The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly Report) are included, and incorporated by reference, in this Quarterly Report.

46

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	Healthcare Trust of America, Inc.
By:	/s/ Scott D. Peters	Chief Executive Officer, President and Chairman
	Scott D. Peters	(Principal Executive Officer)
Date:	August 1, 2017
By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	August 1, 2017

	Healthcare Trust of America Holdings, LP
By:	Healthcare Trust of America, Inc.,
	our General Partner
By:	/s/ Scott D. Peters	Chief Executive Officer, President and Chairman
	Scott D. Peters	(Principal Executive Officer)
Date:	August 1, 2017
By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	August 1, 2017

47

EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended June 30, 2017 (and are numbered in accordance with Item 601 of Regulation S-K).

1.1	Underwriting Agreement, dated May 2, 2017, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
1.2	Underwriting Agreement, dated June 1, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference).
2.1*	Agreement of Purchase and Sale (Pool II), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.2*	Agreement of Purchase and Sale (Pool III), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.3*	Agreement of Purchase and Sale (Pool IV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.4*	Agreement of Purchase and Sale (Pool V), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.5*	Agreement of Purchase and Sale (Pool VI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.6*	Agreement of Purchase and Sale (Pool VII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.7*	Agreement of Purchase and Sale (Pool VIII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.8*	Agreement of Purchase and Sale (Pool IX), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.9*	Agreement of Purchase and Sale (Pool X), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.10*	Agreement of Purchase and Sale (Pool XI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.11*	Agreement of Purchase and Sale (Pool XII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.12*	Agreement of Purchase and Sale (Pool XIII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.13*	Agreement of Purchase and Sale (Pool XIV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.14*	Agreement of Purchase and Sale (Pool XV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.15*	Agreement of Purchase and Sale (Pool XVI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities.
2.16	Agreement of Purchase and Sale (Pool I), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (included as Exhibit 2.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).
3.1	Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).

48

4.1	2022 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.950% Senior Notes due 2022 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
4.2	2027 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.750% Senior Notes due 2027 and the guarantee thereof (included as Exhibit 4.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.1	Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
5.2	Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.3	Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
8.1	Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
8.2	Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
10.1	Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated July 14, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.2	Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated July 14, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.3	Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated July 14, 2017 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.4	Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, N.A., PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Comaps Bank, Fifth Third Bank and Morgan Stanley Senior Funding, Inc., as documentation agents, Regions Bank, as managing agent, and the lenders named therein, dated July 27, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
10.5	Guaranty dated July 27, 2017, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
23.1	Consent of KPMG LLC (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).
23.2	Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.3	Consent of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 23.2 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.4	Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.5	Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1**	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
32.2**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3**	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.

49

101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
*	Filed herewith.
**	Furnished herewith.

50

EX-2.1

Exhibit 2.1

AGREEMENT OF PURCHASE AND SALE (POOL II)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

Seller Financing Pool

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS    17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    29

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    30

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

BUYER    31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    32

5.1 Conditions Precedent to Sellers’ Obligations    32

5.2 Conditions Precedent to the Buyer’s Obligations    33

5.3 Frustration of Closing Conditions    34

5.4 Waiver of Closing Conditions    34

ARTICLE VI CLOSING DELIVERIES    34

6.1 Buyer Deliveries    34

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    38

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION     39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    40

7.4 Examination    40

7.5 Effect and Survival of Disclaimer and Release    41

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS     42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    42

8.4 Inability to Convey    42

8.5 Rights in Respect of Inability to Convey    42

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    43

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS     44

9.1 Transaction Costs    44

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED     46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    49

10.5 Contracts    49

10.6 Miscellaneous Revenues    49

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    50

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    51

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY     51

11.1 Liability of Sellers    51

11.2 Liability of Buyer    52

11.3 Cap on Liability    52

11.4 Survival    52

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    54

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    55

12.3 Survival    55

ARTICLE XIII DEFAULT     55

13.1 Buyer Default    55

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    58

13.4 [Reserved]    58

13.5 Limitation on Sellers’ Liability    58

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    59

14.1 Use of Duke Name    59

14.2 Joint and Several Liability    60

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    61

14.5 Escrow Provisions    62

14.6 Successors and Assigns; No Third-Party Beneficiaries    63

14.7 Assignment    63

14.8 Further Assurances    63

14.9 Notices    64

14.10 Entire Agreement    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.11 Amendments    65

14.12 No Waiver    66

14.13 Governing Law    66

14.14 Submission to Jurisdiction    66

14.15 Severability    66

14.16 Section Headings    66

14.17 Counterparts    66

14.18 Construction    66

14.19 Recordation    67

14.20 Exclusivity    67

14.21 Attorney’s Fees    67

14.22 Like Kind Exchange    67

14.23 Disclosure    67

14.24 Waiver of Trial by Jury    68

14.25 Date for Performance    68

14.26 Time of the Essence    68

14.27 [Reserved]    68

14.28 Excluded Assets    68

14.29 Seller Financing    68

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    69

14.32 Preservation of Books and Records    70

14.33 [Reserved]    70

14.34 [Reserved]    70

14.35 [Reserved]    70

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form ofDeed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements Schedule 3.2(h)(ii)    -    Ground Lessor Defaults

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

Schedule 14.29    -    Secured Properties

vi

AGREEMENT OF PURCHASE AND SALE (POOL II)

AGREEMENT OF PURCHASE AND SALE (POOL II) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool II) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b).

“Assumed Liabilities” s            "Assumed Liabilities" all have the meaning assigned thereto in Section 2.1(e).

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in

Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3. “Cash Basis” shall have the meaning assigned thereto in Section 10.1. “Cash Consideration Amount” shall have the meaning assigned thereto in

Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a). “Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of

America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

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“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning

assigned thereto in the Guarantee set forth on the signature pages hereto.                    5

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a). “Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).         “Initial Closing” shall have the meaning assigned thereto in the Master PSA.            "Initial Closing Assets” shall have the meaning assigned thereto in the Master

PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.     “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title Policy

“Lease Required Estoppel” shall have the meaning assigned thereto in the meaning assigned thereto in Section 3.2(c).es, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

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“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a). “Owners’ Association” shall mean any association or organization created

pursuant to the Owners’ Association Documents.

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Section 3.2(g).

“Owners’ Association Documents” shall have the meaning assigned thereto in

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

ortion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

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“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Secured Properties” shall have the meaning assigned thereto in Section 14.29,and as more specifically set forth on Schedule 14.29attached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2.

“Seller Loan” shall have the meaning assigned thereto in Section 14.29(a). “Seller Loan Documents” shall have the meaning assigned thereto in

Section 14.29(b).

“Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or

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such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

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(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following,

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liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $457,076,399, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent

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a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii)subject to the provisions of Section 14.29, the Buyer and Sellers shall enter into the Seller Loan.

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is

15

defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the “Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

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Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either

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been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity,

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country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or

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a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge, it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise

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modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

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(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2)

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days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer,

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promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean

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either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

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(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

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3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the

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representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

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3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto

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from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has

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paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

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(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

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(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

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(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

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(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

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(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x)with respect to the Seller Loan, the Seller Loan Documents, duly executed by the Buyer;

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a)[Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground

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Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real

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property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c)with respect to the Seller Loan, the Seller Loan Documents, duly executed by the relevant Seller;

(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers

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and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the

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Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the

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Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

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Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a

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Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding

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sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties, (y) the lender’s title insurance premiums for the loan policies for the Seller Loan, and (z) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements (except as otherwise set forth in (y) above), (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to the Seller Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for (A) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent,

(ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties.

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Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

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Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs. Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

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(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so-

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called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases

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(“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

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10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such

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charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or

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incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the

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representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such

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Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

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Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII DEFAULT

13.1Buyer Default.

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(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

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13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer

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succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for

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the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that

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such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may

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be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members,

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investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within

six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a

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court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or

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liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that

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any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

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14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5or Section 8.6(each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 Seller Financing.

(a)The Sellers shall make a non-recourse (subject to reasonable, customary non-recourse carve-outs) first lien loan to the Buyer at Closing (“Seller Loan”) in accordance with the following terms and conditions: (i) the Seller Loan shall be in an amount equal to

$330,000,000; (ii) the Buyer shall pay monthly interest only on the Seller Loan in arrears at an

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annual rate equal to four percent (4%); (iii) the Seller Loan shall be secured by a first priority mortgage lien (or the equivalent in the relevant jurisdiction) on the Transferred Assets identified on Schedule 14.29attached hereto and incorporated herein (the “Secured Properties”); and

(iv) the Seller Loan shall be paid in three (3) equal payments with the first payment due on the first anniversary of the Closing Date, the second payment due on the second anniversary of the Closing Date and the final payment due on the maturity date, which shall be January 10, 2020.

(b)Drafts of the proposed loan documents for the Seller Loan (collectively, the “Seller Loan Documents”) shall be delivered by the Sellers to the Buyer within three (3) Business Days after the execution of this Agreement. The Sellers and the Buyer shall use commercially reasonable and good-faith efforts to negotiate the Seller Loan Documents as promptly as practicable following the date of this Agreement. The Seller Loan Documents shall provide, among other things, that the Secured Properties shall be cross-collateralized. The Seller Loan Documents shall be governed by Indiana law (except with respect to enforcement of remedies under each mortgage (or equivalent), which shall be governed by the laws of the applicable state). Each of the Buyer and the Sellers shall be responsible for its own legal fees in connection with the negotiation and closing of the Seller Loan.

(c)With respect to the Secured Properties, each applicable Seller, in its capacity as the lender under the Seller Loan, shall accept such state of title and survey matters (including any such matters to which the Buyer has objected and the Sellers have declined or failed to cure), such physical and environmental conditions and other matters as exist on the date hereof and/or on the date of closing, and each applicable Seller shall close the Seller Loan notwithstanding any such matters or conditions; provided, however, that the foregoing shall not restrict or limit the Buyer’s right to object to any such matter or condition and/or limit any rights and/or remedies of the Buyer otherwise set forth in this Agreement on account of any such matter(s). Receipt of tenant estoppels and/or subordination, non-disturbance and attornment agreements in favor of each applicable Seller, as lender, shall not be a condition to closing the Seller Loan.

14.30 [Reserved]

14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under

69

Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

70

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

71

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership, doing business in North Carolina as Duke Realty of Indiana Limited Partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-t

DUKE    REALTY    BEMC    MURPHY

DEVELOPMENT, LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President, Chief Investment Officer

DR LONGVIEW MOB II, LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

DUKE    REALTY    BEMC    KELLER

DEVELOPMENT, LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

BD    NORTHEAST    MEDICAL    CENTER

DEVELOPMENT,    LLC,    an    Indiana    limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BREMNERDUKE-KYLE DEVELOPMENT I,

LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President, Chief Investment Officer

DUKE REALTY WESTERN RIDGE, LLC, an

Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited    liability company

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by

bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-8

EX-2.2

Exhibit 2.2

AGREEMENT OF PURCHASE AND SALE (POOL III)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

Baylor McKinney JV Taxable Sale Pool

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

SELLERS    17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    29

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    30

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE                     BUYER                                     31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    32

5.1 Conditions Precedent to Sellers’ Obligations    32

5.2 Conditions Precedent to the Buyer’s Obligations    33

5.3 Frustration of Closing Conditions    34

5.4 Waiver of Closing Conditions    34

ARTICLE VI CLOSING DELIVERIES    34

6.1 Buyer Deliveries    34

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    38

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    40

7.4 Examination    40

7.5 Effect and Survival of Disclaimer and Release    41

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS     41

8.1 Permitted Exceptions    41

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    42

8.4 Inability to Convey    42

8.5 Rights in Respect of Inability to Convey    42

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    43

8.7 Buyer’s Right to Accept Title    43

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS     44

9.1 Transaction Costs    44

9.2 Risk of Loss    44

ARTICLE X ADJUSTMENTS PROPOSED     45

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    46

10.3 Water and Sewer Charges    48

10.4 Utility Charges    49

10.5 Contracts    49

10.6 Miscellaneous Revenues    49

10.7 Leasing Costs    49

10.8 Owners’ Association Assessments    50

10.9 Ground Lease Rent    50

10.10 General    51

10.11 Re-Adjustment    51

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY     51

11.1 Liability of Sellers    51

11.2 Liability of Buyer    51

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

11.3 Cap on Liability    52

11.4 Survival    52

11.5 Notification of Claims    52

11.6 Mitigation    53

11.7 Additional Indemnification Provisions    53

11.8 Exclusive Remedies    54

ARTICLE XII TAX CERTIORARI PROCEEDINGS     54    

12.1 Prosecution and Settlement of Proceedings    54

12.2 Application of Refunds or Savings    54

12.3 Survival    55

ARTICLE XIII DEFAULT     55    

13.1 Buyer Default    55

13.2 Seller Default    56

13.3 Material Defects Arising Prior to the Initial Closing    58

13.4 [Reserved]    58

13.5 Limitation on Sellers’ Liability    58

13.6 Limitation on Buyer’s Liability    58

ARTICLE XIV MISCELLANEOUS     59         

14.1 Use of Duke Name    59

14.2 Joint and Several Liability    59

14.3 Brokers    60

14.4 Confidentiality; Press Release; IRS Reporting Requirements    61

14.5 Escrow Provisions    62

14.6 Successors and Assigns; No Third-Party Beneficiaries    63

14.7 Assignment    63

14.8 Further Assurances    63

14.9 Notices    63

14.10 Entire Agreement    65

14.11 Amendments    65

14.12 No Waiver    65

14.13 Governing Law    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.14 Submission to Jurisdiction    65

14.15 Severability    66

14.16 Section Headings    66

14.17 Counterparts    66

14.18 Construction    66

14.19 Recordation    66

14.20 Exclusivity    66

14.21 Attorney’s Fees    67

14.22 Like Kind Exchange    67

14.23 Disclosure    67

14.24 Waiver of Trial by Jury    67

14.25 Date for Performance    67

14.26 Time of the Essence    67

14.27 [Reserved]    67

14.28 Excluded Assets    68

14.29 [Reserved]    68

14.30 [Reserved]    68

14.31 Tenant Improvements Under Construction    68

14.32 Preservation of Books and Records    69

14.33 [Reserved]    69

14.34 Certain Ground Leases    69

14.35 [Reserved]    70

14.36 Interpretation    70

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form ofDeed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements Schedule 3.2(h)(ii)    -    Ground Lessor Defaults

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL III)

AGREEMENT OF PURCHASE AND SALE (POOL III) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool III) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section

6.1(b)(iv).                                        

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning

assigned thereto in the Guarantee set forth on the signature pages hereto.

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“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

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“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

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“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a). “Owners’ Association” shall mean any association or organization created

pursuant to the Owners’ Association Documents.

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Section 3.2(g).

“Owners’ Association Documents” shall have the meaning assigned thereto in

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

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“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA.

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“Statement of Lease” shall mean with respect to any Lease with the GSA as Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34.

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“Transferred Assets” shall mean, collectively, the Properties and the Asset- Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

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(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground

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Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $90,676,229, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

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(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

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2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the “Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

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Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either

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been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity,

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country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or

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a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge, it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise

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modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

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(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2)

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days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer,

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promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean

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either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

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(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

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3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the

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representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

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3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto

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from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has

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paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

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(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

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(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

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(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI

CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

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(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

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(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground

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Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real

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property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful

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and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

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7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems

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necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

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8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7)

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Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any

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abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX

TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties, and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

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(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the

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“Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs. Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

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(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a

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monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water

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meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall

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assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

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10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity

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arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

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(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the

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parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year.

Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set

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forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such

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breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

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13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

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(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the

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generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the

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Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within

six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result

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of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

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14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval,

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request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

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Two Embarcadero Center, 28th Floor San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of

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Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

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14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

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14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options, (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5or Section 8.6, or (z) any Transferred Asset continues to be an Excluded Asset pursuant to Section 14.34(each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs

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Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34Certain Ground Leases. Notwithstanding anything in this Agreement to the contrary, the Transferred Assets set forth on Schedule 14.34attached hereto shall constitute “Excluded Assets” for purposes of this Agreement, and the Sellers are not bound or otherwise obligated to sell such Assets to the Buyer (and the Buyer shall have no right to purchase such Assets) unless and until the Sellers provide written notice to the Buyer within eighteen (18) months following the date of this Agreement that such Assets shall be transferred to the Buyer (the “Transfer Notice”). Promptly (and in any event within two (2) Business Days) following the Buyer’s receipt of the Transfer Notice from the Sellers, the Buyer and the Sellers shall enter into

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a separate agreement for the purchase and sale of such Assets in substantially the form of Exhibit Tattached hereto. In the event that the Buyer fails to enter into such separate agreement within such two (2) Business Day period, then no later than five (5) Business Days following the Buyer’s receipt of the Transfer Notice from the Sellers, the Buyer shall pay to the Sellers an amount in cash equal to $30,000,000, as liquidated damages and as the sole and exclusive remedy of the Sellers in respect of Buyer’s breach of this Section 14.34; provided, however, that if the Buyer fails to pay such $30,000,000 to the Sellers within the required time period, the Sellers shall have all rights and remedies available at law and in equity to compel the payment and/or collection of such $30,000,000. The parties hereto acknowledge and agree that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer’s breach of this Section 14.34, and that receipt of such $30,000,000 by the Sellers represents as fair an approximation of such actual damages as the parties hereto can now determine.

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

BREMNERDUKE    MCKINNEY

DEVELOPMENT I, LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its managing member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicolas C. Anthony

Named: Nicholas C. Anthony

Executive Vice President,

                                 Chief Investment Officer

[Signatures are continued on the following page.]

DR MCKINNEY DEVELOPMENT II, LLC,

an Indiana limited liability company

By: BremnerDuke McKinney Development I, LLC, an Indiana limited liability company, its Manager

By: Duke Realty Limited Partnership, an Indiana limited partnership, its managing member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicolas C. Anthony

Named: Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

limited liability company

By: /s/ Scott D. Peters

Named: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

S-3

Agreement of Purchase and Sale (Pool III)

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obli'gations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its general partner

By: /s/ Scott D. Peters

Named: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

EX-2.3

Exhibit 2.3

AGREEMENT OF PURCHASE AND SALE (POOL IV)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool IV

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL IV)

AGREEMENT OF PURCHASE AND SALE (POOL IV) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool IV) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

Section 11.2.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 2.2(a).

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

5

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

6

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

7

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $72,419,197, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

64

Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

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as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DR AURORA DEVELOPMENT, LLC, an Indiana

limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool IV)

DR NORTHGLENN DEVELOPMENT, LLC, an

Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer [Signatures are continued on the following page.J

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By:/s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Office, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by

bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its general partner

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as· the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day    2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-6

EX-2.4

Exhibit 2.4

AGREEMENT OF PURCHASE AND SALE (POOL V)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool V

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL V)

AGREEMENT OF PURCHASE AND SALE (POOL V) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool V) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

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“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3. “Cash Basis” shall have the meaning assigned thereto in Section 10.1. “Cash Consideration Amount” shall have the meaning assigned thereto in Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a). “Closing” shall have the meaning assigned thereto in Section 2.4(a). “Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

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“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

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“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

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“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a). “Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a). “Initial Closing” shall have the meaning assigned thereto in the Master PSA. “Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $96,267,352, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

69

14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

70

as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

71

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE    REALTY    WESTMINSTER

DEVELOPMENT,LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

DR LITTLETON DEVELOPMENT, LLC, a

Delaware limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President, Chief Investment Officer

DR AVON DEVELOPMENT, LLC, an Indiana

limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer [Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited Iiability company

By: /s/ Scott D. Peters

Name: Scott D. Peters    

Title: Chief Executive Officer, President and    

Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-6

Agreement of Purchase and Sale (Pool V)

EX-2.5

Exhibit 2.5

AGREEMENT OF PURCHASE AND SALE (POOL VI)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool VI

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL VI)

AGREEMENT OF PURCHASE AND SALE (POOL VI) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool VI) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 2.2(a).

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 11.2.

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

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“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $80,740,531, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9 and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

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as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership, doing business in North Carolina as Duke Realty of Indiana Limited Partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

DUKE    REALTY    NORTH    FULTON

DEVELOPMENT, LLC, a Georgia limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By:

/s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-6

EX-2.6

Exhibit 2.6

AGREEMENT OF PURCHASE AND SALE (POOL VII)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool VII

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL VII)

AGREEMENT OF PURCHASE AND SALE (POOL VII) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool VII) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 2.2(a).

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 11.2.

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

5

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

6

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

7

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $42,787,229, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

64

Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

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as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLER:

DUKE REALTY LAS CRUCES MOB, LLC, a

Delaware limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By: /s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-5

EX-2.7

Exhibit 2.7

AGREEMENT OF PURCHASE AND SALE (POOL VIII)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool VIII

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL VIII)

AGREEMENT OF PURCHASE AND SALE (POOL VIII) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool VIII) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

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“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

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“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

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“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

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“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $77,038,658, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

69

14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

70

as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

71

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLER:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool VIH)

BUYER:

HTA ACQUISTION SUB, LLC

a Delaware limited liability company

By: /s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _    day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

EX-2.8

Exhibit 2.8

AGREEMENT OF PURCHASE AND SALE (POOL IX)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool IX

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    29

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    30

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER    31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    32

5.1 Conditions Precedent to Sellers’ Obligations    32

5.2 Conditions Precedent to the Buyer’s Obligations    33

5.3 Frustration of Closing Conditions    34

5.4 Waiver of Closing Conditions    34

ARTICLE VI CLOSING DELIVERIES    34

6.1 Buyer Deliveries    34

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    38

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    40

7.4 Examination    40

7.5 Effect and Survival of Disclaimer and Release    41

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS     42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    42

8.4 Inability to Convey    42

8.5 Rights in Respect of Inability to Convey    42

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    43

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    44

9.1 Transaction Costs    44

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED     46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    49

10.5 Contracts    49

10.6 Miscellaneous Revenues    49

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    50

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    51

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY     51

11.1 Liability of Sellers    51

11.2 Liability of Buyer    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

11.3 Cap on Liability    52

11.4 Survival    52

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    54

ARTICLE XII TAX CERTIORARI PROCEEDINGS     55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    55

12.3 Survival    55

ARTICLE XIII DEFAULT    55

13.1 Buyer Default    55

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    58

13.4 [Reserved]    58

13.5 Limitation on Sellers’ Liability    58

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    59

14.1 Use of Duke Name    59

14.2 Joint and Several Liability    60

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    61

14.5 Escrow Provisions    62

14.6 Successors and Assigns; No Third-Party Beneficiaries    63

14.7 Assignment    63

14.8 Further Assurances    63

14.9 Notices    64

14.10 Entire Agreement    65

14.11 Amendments    65

14.12 No Waiver    66

14.13 Governing Law    66

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.14 Submission to Jurisdiction    66

14.15 Severability    66

14.16 Section Headings    66

14.17 Counterparts    66

14.18 Construction    66

14.19 Recordation    67

14.20 Exclusivity    67

14.21 Attorney’s Fees    67

14.22 Like Kind Exchange    67

14.23 Disclosure    67

14.24 Waiver of Trial by Jury    68

14.25 Date for Performance    68

14.26 Time of the Essence    68

14.27 [Reserved]    68

14.28 Excluded Assets    68

14.29 [Reserved]    68

14.30 [Reserved]    68

14.31 Tenant Improvements Under Construction    68

14.32 Preservation of Books and Records    69

14.33 [Reserved]    70

14.34 [Reserved]    70

14.35 Center Pointe Offer    70

14.36 Interpretation    70

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C     -    Form of Ground Lessor EstoppelCertificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved]

Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit Exhibit S    -    Form of License Agreement

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL IX)

AGREEMENT OF PURCHASE AND SALE (POOL IX) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms

“controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool IX) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b).

“Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

“Basket” shall have the meaning assigned thereto in Section 11.3.

“Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this Agreement.
“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 11.2.

“Center Pointe Garage” shall have the meaning assigned thereto in Section 2.2(a).

“Center Pointe Offer” shall have the meaning assigned thereto in Section 14.35. “Claim Notice” shall have the meaning assigned thereto in Section 11.5(a). “Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

3

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b). “Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3.

“Effective Time” shall have the meaning assigned thereto in Article X. “Environmental Claims” means any claim for reimbursement or remediation

expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“GSA” shall mean the General Services Administration.

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the

meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

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“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section 6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a). “Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA. “Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

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“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“License Agreement” shall have the meaning assigned thereto in Section

14.31(b).

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security

interests, encumbrances, title retention agreements, adverse claims or restrictions. “Losses” shall have the meaning assigned thereto in Section 11.1.

“Majority Owned or Controlled Entity” shall have the meaning assigned thereto in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

“New Lease” shall have the meaning assigned thereto in Section 3.3(d).

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“Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a). “Owners’ Association” shall mean any association or organization created

pursuant to the Owners’ Association Documents.

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“Owners’ Association Documents” shall have the meaning assigned thereto in Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

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“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA.

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“Statement of Lease” shall mean with respect to any Lease with the GSA as Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34.

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“Transferred Assets” shall mean, collectively, the Properties and the Asset- Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

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(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground

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Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $178,500,000, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

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(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

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2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the “Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

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Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either

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been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity,

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country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or

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a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge, it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise

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modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

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(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2)

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days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer,

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promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean

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either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

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(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

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3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the

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representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

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3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto

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from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has

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paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

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(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

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(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

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(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

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(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

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(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii)the License Agreement, duly executed by the Buyer, as contemplated by Section 14.31(b).

6.2 Sellers Deliveries.

(a)[Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground

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Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real

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property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

(d) [Reserved]; and

(e)the License Agreement, duly executed by the relevant Seller, as contemplated by Section 14.31(b).

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers

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and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the

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Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the

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Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

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Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a

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Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding

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sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX

TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage,

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cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

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Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs. Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

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(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so-

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called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases

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(“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

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10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such

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charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or

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incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the

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representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such

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Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

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Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII DEFAULT

13.1Buyer Default.

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(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

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13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer

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succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for

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the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that

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such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may

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be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members,

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investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within

six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a

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court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or

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liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004

Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that

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any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

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14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5or Section 8.6(each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

14.31 Tenant Improvements Under Construction.

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(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b)Notwithstanding anything in this Agreement to the contrary, the Sellers and the Buyer agree that the parking garage to be constructed at the Center Pointe I and II (“Center Pointe Garage”) will not be complete as of the Closing Date. At the Closing, the relevant Seller and the Buyer will enter into a license and access agreement (the “License Agreement”), in substantially the form of Exhibit Sattached hereto, and the relevant Seller shall perform the Center Pointe Garage work pursuant to the terms of the License Agreement.

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable,

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shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35Center Pointe Offer. Execution and delivery of this Agreement by the Buyer shall solely constitute an offer by the Buyer to purchase the NSH Center Pointe I & II MOB on the terms contained herein (collectively, the “Center Pointe Offer”). Notwithstanding the Sellers’ execution and delivery of this Agreement, the Sellers shall have no obligation to sell the NSH Center Pointe I & II MOB to the Buyer unless and until such time as the Sellers provide a separate written notice to the Buyer accepting the Center Pointe Offer; provided, however, that until the earliest to occur of (x) the eighteen (18) month anniversary of this Agreement, (y) the termination of this Agreement in accordance with Section 13.1or Section 13.2, and (z) the exclusion of this Transferred Asset in accordance with this Agreement, the Sellers shall not enter into any discussion, negotiation, understanding, agreement or arrangement with any Person (other than the Buyer or its representatives) for the sale of the NSH Center Pointe I & II MOB. The Center Pointe Offer shall be irrevocable until 6:00 p.m. EST, on the eighteen (18) month anniversary of this Agreement.

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

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(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLER:

BD CENTER POINTE, LLC, a Georgia limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC

a limited liability company

By: /s/ Scott D. Peters

Name: Scott D. Peters

                        Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust America, Inc., its general partner

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By:    

Name:

Title:

S-5

EX-2.9

Exhibit 2.9

AGREEMENT OF PURCHASE AND SALE (POOL X)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool X

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    29

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    30

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    32

5.1 Conditions Precedent to Sellers’ Obligations    32

5.2 Conditions Precedent to the Buyer’s Obligations    33

5.3 Frustration of Closing Conditions    34

5.4 Waiver of Closing Conditions    34

ARTICLE VI CLOSING DELIVERIES    34

6.1 Buyer Deliveries    34

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    38

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    40

7.4 Examination    40

7.5 Effect and Survival of Disclaimer and Release    41

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    41

8.1 Permitted Exceptions    41

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    42

8.4 Inability to Convey    42

8.5 Rights in Respect of Inability to Convey    42

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    43

8.7 Buyer’s Right to Accept Title    43

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    44

9.1 Transaction Costs    44

9.2 Risk of Loss    44

ARTICLE X ADJUSTMENTS PROPOSED    45

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    46

10.3 Water and Sewer Charges    48

10.4 Utility Charges    49

10.5 Contracts    49

10.6 Miscellaneous Revenues    49

10.7 Leasing Costs    49

10.8 Owners’ Association Assessments    50

10.9 Ground Lease Rent    50

10.10 General    51

10.11 Re-Adjustment    51

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    51

11.1 Liability of Sellers    51

11.2 Liability of Buyer    51

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

11.3 Cap on Liability    52

11.4 Survival    52

11.5 Notification of Claims    52

11.6 Mitigation    53

11.7 Additional Indemnification Provisions    53

11.8 Exclusive Remedies    54

ARTICLE XII TAX CERTIORARI PROCEEDINGS    54

12.1 Prosecution and Settlement of Proceedings    54

12.2 Application of Refunds or Savings    54

12.3 Survival    55

ARTICLE XIII DEFAULT    55

13.1 Buyer Default    55

13.2 Seller Default    56

13.3 Material Defects Arising Prior to the Initial Closing    58

13.4 [Reserved]    58

13.5 Limitation on Sellers’ Liability    58

13.6 Limitation on Buyer’s Liability    58

ARTICLE XIV MISCELLANEOUS    59

14.1 Use of Duke Name    59

14.2 Joint and Several Liability    59

14.3 Brokers    60

14.4 Confidentiality; Press Release; IRS Reporting Requirements    61

14.5 Escrow Provisions    62

14.6 Successors and Assigns; No Third-Party Beneficiaries    63

14.7 Assignment    63

14.8 Further Assurances    63

14.9 Notices    63

14.10 Entire Agreement    65

14.11 Amendments    65

14.12 No Waiver    65

14.13 Governing Law    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.14 Submission to Jurisdiction    65

14.15 Severability    66

14.16 Section Headings    66

14.17 Counterparts    66

14.18 Construction    66

14.19 Recordation    66

14.20 Exclusivity    66

14.21 Attorney’s Fees    67

14.22 Like Kind Exchange    67

14.23 Disclosure    67

14.24 Waiver of Trial by Jury    67

14.25 Date for Performance    67

14.26 Time of the Essence    67

14.27 [Reserved]    67

14.28 Excluded Assets    68

14.29 [Reserved]    68

14.30 [Reserved]    68

14.31 Tenant Improvements Under Construction    68

14.32 Preservation of Books and Records    69

14.33 [Reserved]    69

14.34 Certain Ground Leases    69

14.35 [Reserved]    70

14.36 Interpretation    70

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved]

Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements Schedule 3.2(h)(ii)    -    Ground Lessor Defaults

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL X)

AGREEMENT OF PURCHASE AND SALE (POOL X) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool X) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3. “Cash Basis” shall have the meaning Section 2.2(a). assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a). “Closing” shall have the meaning assigned thereto in Section 2.4(a). “Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section6.1(b)(iv).

“GSA” shall mean the General Services Administration.

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

5

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a). “Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a). “Initial Closing” shall have the meaning assigned thereto in the Master PSA.

    “Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title Policy.

“Lease Options” shall have the meaning assigned thereto in Section Section 3.4(b). 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

6

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

7

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a). “Owners’ Association” shall mean any association or organization created

pursuant to the Owners’ Association Documents.

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Section 3.2(g).

“Owners’ Association Documents” shall have the meaning assigned thereto in

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

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“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA.

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“Statement of Lease” shall mean with respect to any Lease with the GSA as Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34.

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“Transferred Assets” shall mean, collectively, the Properties and the Asset- Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

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(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground

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Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $99,403,744, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

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(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

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2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the “Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

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Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either

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been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity,

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country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or

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a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge, it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise

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modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

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(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2)

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days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer,

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promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean

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either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

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(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

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3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the

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representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

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3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto

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from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has

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paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

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(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

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(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

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(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI

CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

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(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

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(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground

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Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real

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property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful

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and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

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7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems

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necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

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8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7)

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Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any

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abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX

TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties, and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

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(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the

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“Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs. Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

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(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a

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monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water

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meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall

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assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

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10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity

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arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

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(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the

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parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year.

Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set

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forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such

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breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

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13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

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(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the

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generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the

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Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press release shall be subject to the prior written consent of the other party hereto if issued within

six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result

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of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

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14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval,

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request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

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Two Embarcadero Center, 28th Floor San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of

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Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

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14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

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14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options, (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5or Section 8.6, or (z) any Transferred Asset continues to be an Excluded Asset pursuant to Section 14.34(each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs

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Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34Certain Ground Leases. Notwithstanding anything in this Agreement to the contrary, the Transferred Assets set forth on Schedule 14.34attached hereto shall constitute “Excluded Assets” for purposes of this Agreement, and the Sellers are not bound or otherwise obligated to sell such Assets to the Buyer (and the Buyer shall have no right to purchase such Assets) unless and until the Sellers provide written notice to the Buyer within eighteen (18) months following the date of this Agreement that such Assets shall be transferred to the Buyer (the “Transfer Notice”). Promptly (and in any event within two (2) Business Days) following the Buyer’s receipt of the Transfer Notice from the Sellers, the Buyer and the Sellers shall enter into

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a separate agreement for the purchase and sale of such Assets in substantially the form of Exhibit Tattached hereto. In the event that the Buyer fails to enter into such separate agreement within such two (2) Business Day period, then no later than five (5) Business Days following the Buyer’s receipt of the Transfer Notice from the Sellers, the Buyer shall pay to the Sellers an amount in cash equal to $30,000,000, as liquidated damages and as the sole and exclusive remedy of the Sellers in respect of Buyer’s breach of this Section 14.34; provided, however, that if the Buyer fails to pay such $30,000,000 to the Sellers within the required time period, the Sellers shall have all rights and remedies available at law and in equity to compel the payment and/or collection of such $30,000,000. The parties hereto acknowledge and agree that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer’s breach of this Section 14.34, and that receipt of such $30,000,000 by the Sellers represents as fair an approximation of such actual damages as the parties hereto can now determine.

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLER:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool X)

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited    liability company

By:

/s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By:

Name:

Title:

S-5

EX-2.10

Exhibit 2.10

AGREEMENT OF PURCHASE AND SALE (POOL XI)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool XI

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

BUYER31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL XI)

AGREEMENT OF PURCHASE AND SALE (POOL XI) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool XI) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b).

“Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3. “Cash Basis” shall have the meaning assigned thereto in Section 10.1. “Cash Consideration Amount” shall have the meaning assigned thereto in Agreement.

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a). “Closing” shall have the meaning assigned thereto in Section 2.4(a). “Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

5

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a). “Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a). “Initial Closing” shall have the meaning assigned thereto in the Master PSA. “Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

6

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

7

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

8

“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $254,993,099, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI

CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

70

as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BREMNER DUKE EASTSIDE DEVELOPMENT, LLC,

an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

BD MTMC    MURFREESBORO DEVELOPMENT,    LLC,    

an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

DUKE REALTY WACO DEVELOPMENT, LLC,

an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its Manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By: /s/ Scott D. Peters

NAME: Scott D. Peters

TITLE: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By:

Name:

Title:

S-7

EX-2.11

Exhibit 2.11

AGREEMENT OF PURCHASE AND SALE (POOL XII)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool XII

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

BUYER31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

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TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

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AGREEMENT OF PURCHASE AND SALE (POOL XII)

AGREEMENT OF PURCHASE AND SALE (POOL XII) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool XII) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

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“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1. “Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3. “Cash Basis” shall have the meaning assigned thereto in Section 10.1. “Cash Consideration Amount” shall have the meaning assigned thereto in Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a). “Closing” shall have the meaning assigned thereto in Section 2.4(a). “Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

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“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

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“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

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“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $62,529,531, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

70

as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

71

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

DUKE REALTY CHN DEVELOPMENT, LLC,

an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President, Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By: /s/ Scott D. Peters

NAME: Scott D. Peters

TITLE: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By:    Healthcare Trust of America, Inc., its

general partner

By: /s/ Scott D. Peters

NAME: Scott D. Peters

TITLE: Chief Executive Officer, President and Chairman    

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the ____day of _______    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-6

Agreement of Purchase and Sale (Pool XII)

EX-2.12

Exhibit 2.12

AGREEMENT OF PURCHASE AND SALE (POOL XIII)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool XIII

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

BUYER31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL XIII)

AGREEMENT OF PURCHASE AND SALE (POOL XIII) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool XIII) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 2.2(a).

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 11.2.

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

5

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c). “Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $131,675,985, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

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as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

DUKE REALTY SPRINGFIELD DEVELOPMENT, LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By: /s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

BUYER:

HTA ACQUISITION SUB, LLC

a Delaware limited liability company

By: /s/ Scott D. Peters

NAME: Scott D. Peters

TITLE: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its general partner

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-6

Agreement of Purchase and Sale (Pool XIII)

EX-2.13

Exhibit 2.13

AGREEMENT OF PURCHASE AND SALE (POOL XIV)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool XIV

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

BUYER31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form of Deed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL XIV)

AGREEMENT OF PURCHASE AND SALE (POOL XIV) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool XIV) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3. “Cash Basis” shall have the meaning assigned thereto in Section 10.1. “Cash Consideration Amount” shall have the meaning assigned thereto in Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

5

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

"Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA. “Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

6

“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

7

“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

8

“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f). “ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $51,432,486, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

64

Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

65

(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

70

as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY LIMITED PARTNERSHIP,

an Indiana limited partnership

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool X(V)

BD PLAINFIELD DEVELOPMENT, LLC, an

Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its manager

By Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-2

Agreement of Purchase and Sale (Pool XIV)

BUYER:

HTA ACQUISITION SUB, LLC    

a Delaware limited liability

By:/s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 20 I 7. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

S-6

Agreement of Purchase and Sale (Pool XIV)

EX-2.14

Exhibit 2.14

AGREEMENT OF PURCHASE AND SALE (POOL XV)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool XV

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS 17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING    33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES    35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form ofDeed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

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AGREEMENT OF PURCHASE AND SALE (POOL XV)

AGREEMENT OF PURCHASE AND SALE (POOL XV) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool XV) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b).

“Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

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“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 2.2(a).

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 11.2.

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

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“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

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“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

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“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XVI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $56,199,882, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI

CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX

TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

70

as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

71

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY CELEBRATION MOB, LLC,

a Delaware limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool XV)

DUKE    REALTY    BEMC    ROCKWALL

DEVELOPMENT, LLC, an Indiana limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S·2

Agreement of Purchase and Sale (Pool XV)

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By:/s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and

Chairman

[Signatures are continued on the following page.]

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment has not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by

bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and· conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR:

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the "Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By: Name:

Title:

EX-2.15

Exhibit 2.15

AGREEMENT OF PURCHASE AND SALE (POOL XVI)

among

THE SELLERS NAMED HEREIN

and

HTA ACQUISITION SUB, LLC

Dated as of April 29, 2017

1031 Exchange Pool XVI

TABLE OF CONTENTS

Article; SectionPage

ARTICLE I DEFINITIONS    1

1.1    Defined Terms    1

ARTICLE II SALE, CONSIDERATION AND CLOSING    12

2.1 Sale of Transferred Assets    12

2.2 Gross Asset Value; Earnest Money    14

2.3 Earnest Money    15

2.4 The Closing    16

2.5 [Reserved]    16

2.6 Allocated Asset Value    16

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS    17

3.1 General Seller Representations and Warranties    17

3.2 Representations and Warranties of the Sellers as to the Transferred Assets    19

3.3 Operations Prior to Closing    22

3.4 Tenant Estoppels    27

3.5 Owners’ Associations and REAs    29

3.6 Ground Lessor Estoppel    30

3.7 Florida Tax Liability; Compliance Certificate; Indemnity    31

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 31

4.1    Representations and Warranties of the Buyer    31

ARTICLE V CONDITIONS PRECEDENT TO CLOSING 33

5.1 Conditions Precedent to Sellers’ Obligations    33

5.2 Conditions Precedent to the Buyer’s Obligations    34

5.3 Frustration of Closing Conditions    35

5.4 Waiver of Closing Conditions    35

ARTICLE VI CLOSING DELIVERIES 35

6.1 Buyer Deliveries    35

6.2 Sellers Deliveries    36

6.3 Assignment of Certain Transferred Assets    39

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE VII INSPECTION    39

7.1 General Right of Inspection    39

7.2 Document Inspection; Contracts    40

7.3 Confidentiality    41

7.4 Examination    41

7.5 Effect and Survival of Disclaimer and Release    42

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS    42

8.1 Permitted Exceptions    42

8.2 Title Report    42

8.3 Use of Cash Consideration Amount to Discharge Title Exceptions    43

8.4 Inability to Convey    43

8.5 Rights in Respect of Inability to Convey    43

8.6 Voluntary Title Exceptions; Monetary Title Exceptions    44

8.7 Buyer’s Right to Accept Title    44

8.8 Cooperation    44

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS    45

9.1 Transaction Costs    45

9.2 Risk of Loss    45

ARTICLE X ADJUSTMENTS PROPOSED    46

10.1 Taxes    46

10.2 Fixed Rents, Additional Rents and Security Deposits    47

10.3 Water and Sewer Charges    49

10.4 Utility Charges    50

10.5 Contracts    50

10.6 Miscellaneous Revenues    50

10.7 Leasing Costs    50

10.8 Owners’ Association Assessments    51

10.9 Ground Lease Rent    51

10.10 General    51

10.11 Re-Adjustment    52

ii

TABLE OF CONTENTS

(continued)

Article; SectionPage

ARTICLE XI SURVIVAL OF OBLIGATIONS; LIABILITY    52

11.1 Liability of Sellers    52

11.2 Liability of Buyer    52

11.3 Cap on Liability    53

11.4 Survival    53

11.5 Notification of Claims    53

11.6 Mitigation    54

11.7 Additional Indemnification Provisions    54

11.8 Exclusive Remedies    55

ARTICLE XII TAX CERTIORARI PROCEEDINGS    55

12.1 Prosecution and Settlement of Proceedings    55

12.2 Application of Refunds or Savings    56

12.3 Survival    56

ARTICLE XIII DEFAULT    56

13.1 Buyer Default    56

13.2 Seller Default    57

13.3 Material Defects Arising Prior to the Initial Closing    59

13.4 [Reserved]    59

13.5 Limitation on Sellers’ Liability    59

13.6 Limitation on Buyer’s Liability    59

ARTICLE XIV MISCELLANEOUS    60

14.1 Use of Duke Name    60

14.2 Joint and Several Liability    61

14.3 Brokers    61

14.4 Confidentiality; Press Release; IRS Reporting Requirements    62

14.5 Escrow Provisions    63

14.6 Successors and Assigns; No Third-Party Beneficiaries    64

14.7 Assignment    64

14.8 Further Assurances    64

14.9 Notices    65

iii

TABLE OF CONTENTS

(continued)

Article; SectionPage

14.10 Entire Agreement    66

14.11 Amendments    66

14.12 No Waiver    67

14.13 Governing Law    67

14.14 Submission to Jurisdiction    67

14.15 Severability    67

14.16 Section Headings    67

14.17 Counterparts    67

14.18 Construction    68

14.19 Recordation    68

14.20 Exclusivity    68

14.21 Attorney’s Fees    68

14.22 Like Kind Exchange    68

14.23 Disclosure    68

14.24 Waiver of Trial by Jury    69

14.25 Date for Performance    69

14.26 Time of the Essence    69

14.27 [Reserved]    69

14.28 Excluded Assets    69

14.29 [Reserved]    69

14.30 [Reserved]    69

14.31 Tenant Improvements Under Construction    70

14.32 Preservation of Books and Records    70

14.33 [Reserved]    71

14.34 [Reserved]    71

14.35 [Reserved]    71

14.36 Interpretation    71

iv

TABLE OF CONTENTS

(continued)

Exhibits

Exhibit A    -    Form of Tenant Estoppel Certificate Exhibit B    -    Form of Sellers’ Estoppel Certificate

Exhibit C    -    Form of Ground Lessor Estoppel Certificate Exhibit D    -    Form of Assignment of Leases

Exhibit E    -    Form of Assignment of Contracts Exhibit F    -    Form of Tenant Notice

Exhibit G    -    Form of Ground Lessor Notice

Exhibit H    -    Form of Assignment of Ground Leases Exhibit I    -    Buyer’s Closing Certificate

Exhibit J    -    [Reserved] Exhibit K    -    Form ofDeed

Exhibit L    -    Form of Improvements Deed Exhibit M    -    Form of Bill of Sale

Exhibit N    -    Form of Assignment of Asset-Related Property Exhibit O    -    Sellers’ Closing Certificate

Exhibit P    -    Form of FIRPTA Certificate Exhibit Q    -    Form of Title Affidavit

Exhibit R    -    Form of Broker’s Lien Affidavit

Schedules

Schedule A    -    Seller and Properties Schedule B    -    ROFO and ROFR Documents Schedule C    -    Assumed Contracts

Schedule D    -    Knowledge Parties

Schedule E    -    ROFO Assets

Schedule F    -    ROFR Assets

Schedule G    -    SD Letters of Credit Schedule 2.1(b)(iii)    -    Personal Property Schedule 2.6    -    Allocated Asset Value Schedule 3.1(c)    -    Consents

Schedule 3.1(d)    -    Conflicts Schedule 3.2(b)    -    Material Contracts Schedule 3.2(c)    -    Leases

Schedule 3.2(c)(i)    -    Tenant Improvements and Other Construction Work Schedule 3.2(c)(ii)    -    Tenant Defaults

Schedule 3.2(c)(iii)    -    Lease Termination Payments

Schedule 3.2(d)    -    Leasing and Brokerage Commissions and Agreements Schedule 3.2(e)    -    Casualties and Condemnations

Schedule 3.2(f)    -    Litigation Schedule 3.2(h)    -    Ground Leases

Schedule 3.2(h)(i)    -    Ground Lease Improvements

v

TABLE OF CONTENTS

(continued)

Schedule 3.2(h)(ii)    -    Ground Lessor Defaults Schedule 3.2(j)    -    Building/Zoning Violations Schedule 3.2(m)    -    Security Deposits

Schedule 3.2(n)    -    Delinquency Reports Schedule 3.2(p)    -    Unpaid Claims

Schedule 3.3(g)(ii)    -    Lease Agreements and Brokerage Agreements executed between the date

hereof and the Closing Date Schedule 7.1    -    Designated Employees Schedule 14.3    -    Brokers

vi

AGREEMENT OF PURCHASE AND SALE (POOL XVI)

AGREEMENT OF PURCHASE AND SALE (POOL XVI) (this “Agreement”),

made as of the 29th day of April 2017, by and between (i) each of the entities listed in the column entitled “Sellers” on Schedule Aattached hereto and made a part hereof (individually, a “Seller”;

collectively, the “Sellers”), and (ii) HTA Acquisition Sub, LLC, a Delaware limited liability company (the “Buyer”). In addition, Healthcare Trust of America Holdings, LP, a Delaware limited partnership, is executing the Guarantee of the obligations of the Buyer under this Agreement set forth on the signature pages to this Agreement.

Background

A.The applicable Sellers are, or will be as of the Closing, the owners or lessees of the Land and the owners of buildings and other improvements situated on such Land, constituting the properties listed opposite their names on Schedule Aattached hereto and made a part hereof (individually a “Property”; collectively, the “Properties”). Schedule Aalso identifies whether the applicable Seller is the owner or lessee of the Land and the improvements thereon.

B.The Properties listed on Schedule A, together with the Asset-Related Property (as defined below) with respect to each Property, shall be referred to herein, collectively, as the “Transferred Assets”.

C.The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, the Transferred Assets, and Buyer desires to assume the Assumed Liabilities (as defined below), in each case on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

1.1 Defined Terms. The capitalized terms used herein have the following meanings. “Actively Negotiating” shall have the meaning assigned thereto in

Section 3.3(g)(ii).

“Additional Rent(s)” shall have the meaning assigned thereto in Section 10.2(a). “Adjusted Gross Asset Value” shall have the meaning assigned thereto in

Section 2.2(a).

“Affiliate” shall mean, with respect to any Person, any other Person that directly

or indirectly controls, is controlled by or is under common control with, such first Person. For

the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Affiliate Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“Agreement” shall mean this Agreement of Purchase and Sale (Pool XVI) and all amendments hereto, together with the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in each case in accordance with Section 14.11.

“Allocated Asset Value” shall have the meaning assigned thereto in Section 2.6. “Anti-Money Laundering and Anti-Terrorism Laws” shall have the meaning

assigned thereto in Section 3.1(f)(i).

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any Governmental Authority, board of fire underwriters and similar quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or Governmental Authority of competent jurisdiction affecting or relating to the Person or property in question.

“Asset-Related Property” shall have the meaning assigned thereto in

Section 2.1(b).

“Assignment of Asset-Related Property” shall have the meaning assigned thereto

in Section 6.2(b)(iii).

“Assignment of Contracts” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Assignment of Ground Leases” shall have the meaning assigned thereto in

Section 6.1(b)(iv).

“Assignment of Leases” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“Association Assignment” shall have the meaning assigned thereto in Section 6.1(b)(iv).

“Assumed Contracts” shall have the meaning assigned thereto in Section 7.2(b). “Assumed Liabilities” shall have the meaning assigned thereto in Section 2.1(e).

2

“Basket” shall have the meaning assigned thereto in Section 11.3. “Bill of Sale” shall have the meaning assigned thereto in Section 6.1(b)(v).

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in New York City, New York.

“Buyer” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Buyer-Related Entities” shall have the meaning assigned thereto in Section 11.1.

“Buyer Specific Indemnification” shall have the meaning assigned thereto in Section 11.2.

“Cap” shall have the meaning assigned thereto in Section 11.3.

“Cash Basis” shall have the meaning assigned thereto in Section 10.1.

“Cash Consideration Amount” shall have the meaning assigned thereto in Section 2.2(a).

“Claim Notice” shall have the meaning assigned thereto in Section 11.5(a).

“Closing” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Date” shall have the meaning assigned thereto in Section 2.4(a).

“Closing Documents” shall mean any certificate, instrument or other document

delivered pursuant to Article VIof this Agreement.

“Closing Statement” shall have the meaning assigned thereto in Section 6.1(b)(v). “Closing Year” shall have the meaning assigned thereto in Section 10.2(b).

“Confidentiality Agreement” shall mean that Duke Realty Healthcare Business Portfolio Confidentiality Agreement, dated as of February 10, 2017, made by Healthcare Trust of America, Inc., an Affiliate of the Buyer, in favor of Duke Realty Limited Partnership and its Affiliates.

“Contracts” shall mean, collectively, all agreements or contracts of any Seller relating to the ownership, operation, maintenance and management of the relevant Property and the buildings and other improvements located thereon, or any portion thereof, including all amendments, modifications, additions or supplements thereto.

“Controlling Party” shall have the meaning assigned thereto in Section 11.5(b).

3

“Deed” shall have the meaning assigned thereto in Section 6.2(b)(iii). “Delinquency Report” shall mean that report attached hereto as Schedule 3.2(n). “Designated Employees” shall have the meaning assigned thereto in Section 7.1. “Designated Subsidiary” shall have the meaning assigned thereto in Section 14.7.

“Duke Names and Marks” shall have the meaning assigned thereto in Section 14.1(a).

“Earnest Money” shall have the meaning assigned thereto in Section 2.3. “Effective Time” shall have the meaning assigned thereto in Article X.

“Environmental Claims” means any claim for reimbursement or remediation expense, contribution, personal injury, property damage or damage to natural resources made by any Governmental Authority or other Person arising from or in connection with the presence or release of any Hazardous Substances over, on, in or under any Property, or the violation of any Environmental Laws with respect to any Property.

“Environmental Laws” means any Applicable Laws which regulate or control (i) Hazardous Substances, pollution, contamination, noise, radiation, water, soil, sediment, air or other environmental media, or (ii) an actual or potential spill, leak, emission, discharge, release or disposal of any Hazardous Substances or other materials, substances or waste into water, soil, sediment, air or any other environmental media, including (A) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., (B) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (C) the Federal Water Pollution Control Act, 33 U.S.C. § 2601 et seq., (D) the Toxic Substances Control Act, 15 U.S.C.

§ 2601 et seq., (E) the Clean Water Act, 33 U.S.C. § 1251 et seq., (F) the Clean Air Act, 42

U.S.C. § 7401 et seq., and (G) the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq. and similar state and local Applicable Law, as amended from time to time, and all regulations and rules issued pursuant thereto.

“Environmental Liabilities” means any liabilities or obligations of any kind or nature imposed on any Seller pursuant to any Environmental Laws, including any (i) obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any actual release of Hazardous Substances or other pollution or contamination of any water, soil, sediment, air or other environmental media, located on or originating from any Property, and (ii) liabilities or obligations with respect to the manufacture, generation, formulation, processing, use, treatment, handling, storage, disposal, distribution or transportation of any Hazardous Substances by any Seller.

“Escrow Account” shall have the meaning assigned thereto in Section 14.5(a).

4

“Escrow Agent” shall mean First American Title Insurance Company, Chicago National Commercial Services Division, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602.

“Excluded Asset” shall have the meaning assigned thereto in Section 14.28. “Exclusion Event” shall have the meaning assigned thereto in Section 14.28. “Executive Order” shall have the meaning assigned thereto in Section 3.1(f)(i). “Existing Lease” shall have the meaning assigned thereto in Section 10.7. “Fixed Rents” shall have the meaning assigned thereto in Section 10.2(a).

“Government List” shall mean any of (i) the two lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons), and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties).

“Governmental Authority” shall mean any federal, state or local government or other political subdivision thereof, including any agency or entity exercising executive, legislative, judicial, regulatory or administrative governmental powers or functions, in each case to the extent the same has jurisdiction over the Person or Property in question.

“Gross Asset Value” shall have the meaning assigned thereto in Section 2.2(a). “Ground Lease” shall mean each ground lease pursuant to which any of the

Sellers is a lessee for Land underlying Ground Leased Property and any amendments thereto

(collectively, the “Ground Leases”).

“Ground Leased Property” shall mean each Transferred Asset identified as being subject to a Ground Lease on Schedule Aattached hereto.

“Ground Lessor” shall mean each lessor that has executed a Ground Lease (collectively, the “Ground Lessors”).

“Ground Lessor Estoppel” shall mean an estoppel certificate executed by a Ground Lessor substantially in the form attached hereto as Exhibit C.

“Ground Lessor Notices” shall have the meaning assigned thereto in Section

6.1(b)(iv).

“GSA” shall mean the General Services Administration.

5

“Guaranteed Obligation” and “Guaranteed Obligations” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Guarantor” shall have the meaning assigned thereto in the Guarantee set forth on the signature pages hereto.

“Hazardous Substances” means any hazardous or toxic substances, materials or waste, whether solid, semisolid, liquid or gaseous, including asbestos, polychlorinated biphenyls, petroleum or petroleum by-products, radioactive materials, radon gas and any other material or substance which is defined as or included in the definition of a “hazardous substance”, “hazardous waste”, “toxic waste”, “hazardous material”, “toxic pollutant”, “contaminant”, “pollutant” or “toxic substance” or words of similar import, under any Environmental Law or that could result in the imposition of liability under any Environmental Laws.

“Improvement Deed” shall have the meaning assigned thereto in Section

6.2(b)(ii).

“Indemnified Party” shall have the meaning assigned thereto in Section 11.5(a).

“Indemnifying Party” shall have the meaning assigned thereto in Section 11.5(a).

“Initial Closing” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Assets” shall have the meaning assigned thereto in the Master PSA.

“Initial Closing Date” shall have the meaning assigned thereto in the Master PSA.

“Interim Period” shall have the meaning assigned thereto in Section 10.7.

“IRS” shall mean the Internal Revenue Service.

“IRS Reporting Requirements” shall have the meaning assigned thereto in

Section 14.4(c).

“Land” means the land and Vacant Land more particularly described in a Title

Policy.

“Lease Options” shall have the meaning assigned thereto in Section 3.2(c).

“Lease Required Estoppel” shall have the meaning assigned thereto in Section 3.4(b).

“Leases” shall mean all leases, licenses and other occupancy agreements, for all

or any portion of the Properties and all amendments, modifications, extensions and other agreements pertaining thereto.

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“Lease Termination Payments” means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

“Leasing and Brokerage Agreements” shall mean, collectively, the Affiliate Leasing and Brokerage Agreements and the Third Party Leasing and Brokerage Agreements.

“Leasing Costs” shall mean, with respect to a particular Lease, all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease (including any expenses incurred for architectural or engineering services in respect of the foregoing), “tenant allowances” in lieu of or as reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the landlord under another lease (i.e., lease buyout costs), relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the extent the landlord is responsible for the payment of such cost or expense under the relevant Lease or any other agreement relating to such Lease.

“Liens” shall mean all liens, pledges, charges, mortgages, deeds of trust, security interests, encumbrances, title retention agreements, adverse claims or restrictions.

“Losses” shall have the meaning assigned thereto in Section 11.1. “Majority Owned or Controlled Entity” shall have the meaning assigned thereto

in Section 14.7.

“Master PSA” shall mean that certain Agreement of Purchase and Sale (Pool I), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Material Contracts” shall mean all assignable Contracts, other than those assignable Contracts which by their terms are terminable on thirty (30) days’ notice without cost or penalty, require the payment of no more than $25,000 in any calendar year or are a part of a national contract.

“Material Title Exceptions” shall mean title exceptions affecting any Property that (i) materially impair the current use or value of such Property for its intended purpose or the operation of the business conducted thereon, and (ii) are not Permitted Exceptions, Voluntary Title Exceptions or Monetary Title Exceptions. Without limiting the generality of the foregoing, the parties hereto agree that the Lease Options shall not be deemed to be Material Title Exceptions.

“Monetary Title Exceptions” shall mean title exceptions affecting any Property which are not Permitted Exceptions and which can be removed prior to or on the Closing by the payment from Sellers of a liquidated amount.

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“New Lease” shall have the meaning assigned thereto in Section 3.3(d). “Objection Notice” shall have the meaning assigned thereto in Section 8.2(b).

“Other PSA Assets” shall mean, individually or collectively, as the context may require, the “Transferred Assets” as defined in each of the Other PSAs.

“Other PSA Closing” shall mean, individually or collectively, as the context may require, the “Closing” as defined in each of the Other PSAs.

“Other PSAs” shall mean, individually or collectively, as the context may require, the following: (i) the Master PSA; (ii) that certain Agreement of Purchase and Sale (Pool II), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iii) that certain Agreement of Purchase and Sale (Pool III), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (iv) that certain Agreement of Purchase and Sale (Pool IV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (v) that certain Agreement of Purchase and Sale (Pool V), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vi) that certain Agreement of Purchase and Sale (Pool VI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (vii) that certain Agreement of Purchase and Sale (Pool VII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (viii) that certain Agreement of Purchase and Sale (Pool VIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (ix) that certain Agreement of Purchase and Sale (Pool IX), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (x) that certain Agreement of Purchase and Sale (Pool X), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xi) that certain Agreement of Purchase and Sale (Pool XI), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xii) that certain Agreement of Purchase and Sale (Pool XII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiii) that certain Agreement of Purchase and Sale (Pool XIII), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; (xiv) that certain Agreement of Purchase and Sale (Pool XIV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer; and (xv) that certain Agreement of Purchase and Sale (Pool XV), dated as of the date hereof, by and between Duke Realty Limited Partnership and the other sellers named therein, as sellers, and the Buyer, as buyer.

“Outside Date” shall have the meaning assigned thereto in Section 13.1(a).

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“Owners’ Association” shall mean any association or organization created pursuant to the Owners’ Association Documents.

“Owners’ Association Documents” shall have the meaning assigned thereto in

Section 3.2(g).

“Permitted Exceptions” shall mean (i) Liens for current real estate taxes or

assessments which are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings, (ii) any exceptions to title approved or waived by the Buyer in accordance with this Agreement, (iii) customary utility easements which (A) do not encroach any buildings or other improvements located at the applicable Property, (B) are within and do not violate any setback requirements or restrictions or Applicable Laws, and (C) do not materially and adversely impact the current use or value of the applicable Property, (iv) the rights of Tenants, as tenants only, pursuant to Leases, (v) any matters created or caused by the Buyer, and (vi) Liens arising out of, under or permitted in connection with this Agreement or the Closing Documents.

“Person” shall mean a natural person, partnership, limited partnership, limited liability company, corporation, trust, estate, association, unincorporated association or other entity.

“Personal Property” shall have the meaning assigned thereto in Section 2.1(b)(iii).

“Properties” and “Property” shall have the meanings assigned thereto in “Background” paragraph A.

“Real Estate Tax” shall have the meaning assigned thereto in Section 10.1. “REAs” shall mean those certain reciprocal easement agreements, covenants

conditions and restrictions, and similar property-related agreements encumbering or otherwise affecting the Transferred Assets.

“Rents” shall have the meaning assigned thereto in Section 10.2(a). “Replacement Letter of Credit” shall have the meaning assigned thereto in

Section 2.3.

“Reporting Person” shall have the meaning assigned thereto in Section 14.4(c).

“Retained Liabilities” shall have the meaning assigned thereto in Section 2.1(f).

“ROFO Asset” shall mean a Transferred Asset with respect to which all or a

portion of such Transferred Asset is occupied by a ROFO Party under a ROFO Document, as more specifically set forth on Schedule Eattached hereto.

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“ROFO Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases, or REAs identified on Schedule Battached hereto.

“ROFO Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFO Documents.

“ROFR Asset” shall mean a Transferred Asset with respect to which all or a portion of such Transferred Asset is occupied by a ROFR Party under a ROFR Document, as more specifically set forth on Schedule Fattached hereto.

“ROFR Documents” shall mean, collectively or individually, as the context may require, those certain Leases, Ground Leases or REAs identified on Schedule Battached hereto.

“ROFR Party” shall mean, collectively or individually, as the context may require, the Tenants or other parties under the ROFR Documents.

“SD Letters of Credit” shall have the meaning assigned thereto in Section 10.2(a), and as more specifically summarized on Schedule Gattached hereto.

“Seller Agent” shall have the meaning assigned thereto in Section 14.2. “Seller Party” shall have the meaning assigned thereto in Section 14.2.

“Seller’s Property” shall mean, with respect to each Seller, the Property owned (or that will be owned as of the Closing) by such Seller, as set forth in Schedule A.

“Sellers” shall have the meaning assigned thereto in the Preamble to this

Agreement.

“Sellers’ Actual Reimbursable Tenant Expenses” shall have the meaning assigned

thereto in Section 10.2(c).

“Sellers’ Actual Tenant Reimbursements” shall have the meaning assigned thereto in Section 10.2(c).

“Sellers’ Estoppel Certificate” shall have the meaning assigned thereto in

Section 3.4(d).

“Sellers’ Knowledge” shall mean the actual knowledge of the Sellers based upon

the actual knowledge of (i) Keith Konkoli with respect to the Transferred Assets, and (ii) the persons identified as the “Asset Manager” with respect to each Transferred Asset on Schedule Dattached hereto.

“Sellers’ Reconciliation Statement” shall have the meaning assigned thereto in Section 10.2(c).

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“Sellers’ Related Entities” shall mean Sellers, their Affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing.

“Serial Closing” shall have the meaning assigned thereto in the Master PSA. “Statement of Lease” shall mean with respect to any Lease with the GSA as

Tenant a “Statement of Lease” in the form required by the GSA.

“Tax” shall mean any and all fees (including documentation, recording, license and registration fees) and taxes (including net income, alternative, unitary, alternative minimum, minimum franchise, value added, ad valorem, income, receipts, capital, social security, service, license, excise, sales, payroll, worker’s compensation, unemployment or compensation taxes, duty or custom taxes, franchise, use, leasing, fuel, excess profits, turnover, occupation, property (personal and real, tangible and intangible), transfer, recording and stamp taxes, levies, imposts, duties, charges, fees, assessments, or withholdings of any nature whatsoever, general or special, ordinary or extraordinary, and any transaction privileges or similar taxes) imposed by or on behalf of a Governmental Authority, together with any and all penalties, fines, additions to tax and interest thereon, whether disputed or not, and.

“Tenant Audits” shall have the meaning assigned thereto in Section 10.2(d). “Tenant Estoppel” shall have the meaning assigned thereto in Section 3.4(a). “Tenants” shall mean the tenants under the Leases.

“Tenant Notices” shall have the meaning assigned thereto in Section 6.1(b)(iv). “Terminated Contracts” shall mean all Contracts other than Assumed Contracts. “Third Party Claim” shall have the meaning assigned thereto in Section 11.5(a).

“Third Party Leasing and Brokerage Agreements” shall have the meaning assigned thereto in Section 3.2(d).

“TI Job Under Construction” or “TI Jobs Under Construction” shall have the meaning assigned thereto in Section 14.31(a).

“Title Company” shall mean the Escrow Agent.

“Title Objection” shall have the meaning assigned thereto in Section 8.5.

“Title Policy” shall mean one or more (as applicable as the context may require) owner’s or leasehold policies of title insurance, as applicable, issued by the Title Company, with respect to each Property in the standard form (as applicable) used in the state in which such Property is located, insuring as of the Closing Date, in an amount equal to the Allocated Asset

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Value for such Property, that the Buyer (or a Designated Subsidiary) owns fee simple title (or such other estate as may be applicable) to such Property free and clear of all liens and encumbrances other than the Permitted Exceptions, without standard exceptions for parties in possession except pursuant to written Leases (as Tenants only, with no rights to purchase, options, rights of first refusal or rights of first offer), mechanics’ liens, and matters of survey.

“Transfer Notice” shall have the meaning assigned thereto in Section 14.34. “Transferred Assets” shall mean, collectively, the Properties and the Asset-

Related Property.

“Vacant Land” shall mean the land parcels described on Schedule Aattached

hereto.

“Voluntary Title Exceptions” shall mean with respect to each Property (i) the lien

of any mortgage affecting such Property, whenever created, and (ii) title exceptions affecting such Property that are knowingly and intentionally created by the Sellers or their Affiliates after the date of this Agreement; provided, however, that the term “Voluntary Title Exceptions” as used in this Agreement shall not include the following: (a) any Permitted Exceptions; (b) any title exception created by a Tenant that is not otherwise prohibited by the applicable Lease for such Tenant thereunder; and (c) any title exceptions that are approved, waived or deemed to have been approved or waived by the Buyer pursuant to the terms of this Agreement or that are created in accordance with the provisions of this Agreement.

Article II

SALE, CONSIDERATION AND CLOSING

2.1Sale of Transferred Assets.

(a)Except as otherwise set forth in this Agreement, on the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, the Sellers shall sell to the Buyer, and the Buyer shall purchase from each of the Sellers, all of the Transferred Assets.

(b)The transfer of the Properties to the Buyer shall include the transfer of all Asset-Related Property with respect to such Properties. For purposes of this Agreement, “Asset-Related Property” shall mean the following:

(i)all of the relevant Seller’s right, title and interest in and to all easements, covenants and other rights appurtenant to the applicable Property, and all right, title and interest of the relevant Seller, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable Property and to the center line thereof;

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(ii)all of the relevant Seller’s right, title and interest in and to all Owners’ Association Documents and REAs;

(iii)all personal property organized by Property on the attached Schedule 2.1(b)(iii)and furniture, fixtures, equipment, tools, supplies and other personal property (collectively, the “Personal Property”) (except items owned or leased by Tenants or which are leased by the relevant Seller) which are now, or may hereafter prior to the Closing Date be, placed in or attached to the Property;

(iv)to the extent they may be transferred under Applicable Law and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all licenses, permits, consents, certificates, approvals, orders and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated;

(v)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any such cost), all warranties and guaranties issued to the relevant Seller by any manufacturer or contractor in connection with construction or installation of equipment or any component of the improvements included as part of the Property;

(vi)to the extent assignable and without cost to Seller (unless the Buyer agrees in writing to pay any other cost), all other intangibles associated with the Properties, including goodwill, all logos, designs, trade names, building names, trademarks related to the Property and other general intangibles relating to the Property, all telephone exchange numbers specifically dedicated and identified with the Properties and any URL designations and domain names containing the name of any Property, but specifically excluding

(A) the names “Duke”, “Duke Realty” or derivatives therefrom or combinations thereof and (B) any logos or trademarks of Duke Realty;

(vii)all Ground Leases, Leases and Assumed Contracts, and all security and escrow deposits held by the relevant Seller in connection with any such Lease or Assumed Contract;

(viii)all books and records, tenant files, tenant lists and tenant marketing information relating to the Properties; and

(ix)to the extent assignable, the plans and specifications, engineering drawings and prints with respect to the improvements, all operating manuals, and all books, data and records regarding the physical components systems of the improvements at the Properties, each to the extent in the Sellers’ or a Sellers’ Affiliate’s possession (or reasonably obtainable by the Sellers without cost).

(c) [Reserved]

(d) [Reserved]

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(e)On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, and subject to the exclusions set forth in Section 2.1(f), as partial consideration for the Transferred Assets, the Buyer shall assume and thereafter timely pay, discharge and perform in accordance with their terms, the following, and only the following, liabilities of the Seller Parties, as the same shall exist from and after the Effective Time (collectively, the “Assumed Liabilities”):

(i)all liabilities and obligations of the Seller Parties relating to or arising under or out of any of the Transferred Assets, including in respect of the Leases, Ground Leases, Owners’ Association and the Assumed Contracts, in each case to the extent such liabilities and obligations are attributable to any period from and after the Effective Time;

(ii)all liabilities and obligations for Taxes with respect to any of the Transferred Assets attributable to any period from and after the Effective Time;

(iii) all transfer taxes for which Buyer is liable pursuant to Section 9.1;

(iv) [Reserved]; and

(v)all other liabilities and obligations of the Seller Parties expressly transferred to or assumed by Buyer or its Affiliates pursuant to this Agreement or any Closing Document.

(f)Notwithstanding anything to the contrary herein, it is expressly understood and agreed that Buyer shall not assume or have any responsibility for any liability of the Seller Parties not expressly assumed as an Assumed Liability, and, as between Buyer and the Seller Parties, the applicable Seller Party shall retain all liabilities of the Seller Parties other than the Assumed Liabilities, to the extent any such liabilities arise from the transactions contemplated by this Agreement or actions of Sellers prior to the Closing (collectively, the “Retained Liabilities”).

2.2 Gross Asset Value; Earnest Money.

(a)The purchase price for the sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be an amount in cash equal to the aggregate gross asset value (the “Gross Asset Value”) of the Transferred Assets of $49,383,794, as adjusted pursuant to the terms of this Agreement. The Gross Asset Value shall be adjusted to reflect net prorations and other adjustments provided for in this Agreement (as adjusted, the “Adjusted Gross Asset Value”). For purposes of this Agreement, the Adjusted Gross Asset Value shall be the aggregate “Cash Consideration Amount.” The Cash Consideration Amount to be paid by the Buyer to the Sellers shall be equal to the sum of the Allocated Asset Values in respect of the Transferred Assets to be purchased and sold at the Closing, as adjusted to reflect net proration and other adjustments provided for in this Agreement applicable to such Transferred Assets.

(b) At the Closing:

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(i)the Buyer shall deliver the Cash Consideration Amount in respect of the Transferred Assets to be purchased and sold at the Closing, less the pro rata portion of the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be deducted and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing), to the Sellers in immediately available funds by wire transfer to such account or accounts that the Sellers shall designate to the Buyer prior to the Closing;

(ii)the Escrow Agent shall deliver the Earnest Money and any interest earned thereon (unless such Earnest Money is in the form of a letter of credit in which case the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a Replacement Letter of Credit promptly upon the Closing) to the Sellers to such account or accounts the Sellers shall designate to the Escrow Agent; and

(iii) [Reserved].

(c)No adjustment shall be made to the Gross Asset Value except as explicitly set forth in this Agreement.

2.3Earnest Money. Within two (2) Business Days after the date of this Agreement, the Buyer shall deposit with Escrow Agent an aggregate amount under this Agreement and the Other PSAs equal to $150,000,000 (“Earnest Money”). The Earnest Money shall be in the form of either (a) immediately available funds by wire transfer to an account at the Escrow Agent’s office as Escrow Agent shall designate to the Buyer or (b) in the form of a letter of credit reasonably acceptable to Sellers and issued by such issuing bank as is reasonably approved by Sellers naming Duke Realty Limited Partnership as beneficiary and having a face amount equal to the Earnest Money. To the extent the Earnest Money is in the form of immediately available funds by wire transfer, upon delivery of such Earnest Money by the Buyer to Escrow Agent the Earnest Money will be deposited by Escrow Agent in an interest-bearing account with the Escrow Agent acceptable to the Buyer and the Sellers and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Earnest Money while held by Escrow Agent shall be paid to the party to whom the Earnest Money is paid, except that if the Closing occurs, the Buyer shall receive a credit for such interest in accordance with Section 2.2(b). At the Closing and each Other PSA Closing, a pro rata portion of the Earnest Money and any interest earned thereon shall be applied to the Cash Consideration Amount to be paid at the Closing pursuant to this Agreement and each Other PSA (unless such Earnest Money is in the form of a letter of credit in which case the Earnest Money shall not be so applied and the Escrow Agent shall return the undrawn letter of credit to the Buyer and Buyer shall deliver to the Escrow Agent a replacement letter of credit, in the same form and issued by the same issuing bank, having a face amount equal to the face amount of the last letter of credit so delivered less the applicable pro rata portion of the Earnest Money released at the Closing (“Replacement Letter of Credit”) promptly upon the Closing); provided, however, that in all events at least the greater of (x) $25,000,000 and (y) ten percent (10%) of the aggregate Allocated Asset Value of the sum of (A) the remaining “Deferred Assets” under the Master PSA and (B) the “Transferred

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Assets” under this Agreement and each Other PSA, shall be reserved for application to the Cash Consideration Amount payable pursuant to this Agreement or each applicable Other PSA at the time of the final Serial Closing under the Master PSA (or the Closing or any Other PSA Closing if such closing hereunder or thereunder shall occur after the final Serial Closing); provided, further, that in all events five percent (5%) of the “Allocated Asset Value” (as such term is defined in the Master PSA) for the Baylor College Station MOB shall be reserved for application to the “Cash Consideration Amount” payable pursuant to the Master PSA at the time of the sale of such “Property” and the “Asset-Related Property” related thereto (as such terms are defined in the Master PSA) in accordance with Section 14.33 of the Master PSA.

2.4 The Closing.

(a)The closing (the “Closing”) of the sale and purchase of the Transferred Assets and the assumption by the Buyer of the Assumed Liabilities shall take place (i) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $1,400,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur simultaneously with the Initial Closing under the Master PSA, (ii) on the date that is five (5) Business Days after the satisfaction or written waiver (to the extent permitted by Applicable Law) of the conditions to Closing in accordance with Section 5.1and Section 5.2(other than those conditions to Closing that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions to Closing at such time) in respect of Transferred Assets (under this Agreement and the Other PSAs) having an Allocated Asset Value of at least $250,000,000 in the aggregate under this Agreement and the Other PSAs, in the event the Closing hereunder will occur (A) simultaneously with any Serial Closing under the Master PSA, (B) simultaneously with any Other PSA Closing, or (C) solely in respect of the Transferred Assets to be purchased and sold hereunder, or (iii) on such other date or such other time as the parties hereto may agree in writing; provided, however, that there shall be no more than four (4) closings in the aggregate under this Agreement and the Other PSAs, collectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time. For the avoidance of doubt, the purchase and sale of the Transferred Assets hereunder shall occur in a single Closing only.

2.5 [Reserved]

2.6Allocated Asset Value. The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Transferred Assets and the Other PSA Assets as set forth on Schedule 2.6attached hereto (as to each Transferred Asset and the Other PSA Assets (as applicable) the

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“Allocated Asset Value”), for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax laws and analogous provisions of state, local and foreign Tax laws. The Sellers and the Buyer shall file all Tax returns and related Tax documents consistent with such allocations, as such allocations may be reallocated pursuant to the provision of this Section

2.6or otherwise adjusted by agreement of the parties hereto.

Article III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS

3.1General Seller Representations and Warranties. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Formation; Existence. It is a limited partnership, general partnership, limited liability company or corporation, as applicable, duly formed, validly existing and in good standing (if applicable) under the laws of the State of its formation and authorized to do business in the state in which the applicable Properties owned by such Seller are located.

(b)Power and Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Seller is authorized to do business in, and is in good standing under, the state in which the Property such Seller owns or leases pursuant to Schedule Aattached hereto is located. The execution, delivery and performance of this Agreement and the consummation of the transactions provided for in this Agreement have been duly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. Except as set forth on Schedule 3.1(c)attached hereto, no consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by such Seller in connection with such Seller’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. Except as set forth on Schedule 3.1(d)attached hereto, the consummation of the transaction herein contemplated and the compliance by such Seller with the terms of this Agreement do not and will not (i) conflict with or result in any violation of such Seller’s organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which such Seller is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to such Seller or such Seller’s Transferred Assets, except in the case of clause (ii) or (iii) for any conflict

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or violation that will not adversely affect such Seller’s ability to consummate the transaction contemplated by this Agreement.

(e)Taxes. Such Seller has duly and timely filed, or has had filed on its behalf, all Tax returns required to be filed with respect to the Transferred Assets (taking into account requests for extensions to file such Tax returns) on or before the date of this Agreement. All material amounts of Taxes owed by such Seller as shown on such Tax returns have either been paid or adequate provision therefor has been made. There are no proposed, pending, or active Tax audits or examinations with respect to the Transferred Assets. Such Seller is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder.

(f) Anti-Terrorism.

(i)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is in violation of any Applicable Laws relating to terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56 and Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) (the “Executive Order”) (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”).

(ii)Neither such Seller nor, to Sellers’ Knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither such Seller nor, to Sellers’ Knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in clause (ii)above,

(B)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and Anti-Terrorism Laws.

(iv)Such Seller understands and acknowledges that such Seller or its Affiliates may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti-money laundering regulations for the purpose of: (A) carrying out due diligence as may be required by Applicable Law to establish such Seller’s identity and source of funds; (B) maintaining records of such identities and sources of funds, or verifications or

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certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to such Seller.

(v)Neither such Seller, nor any person controlling or controlled by such Seller, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

3.2Representations and Warranties of the Sellers as to the Transferred Assets. Each Seller, for itself solely as it relates to such Seller’s Transferred Assets, hereby represents, warrants and covenants to the Buyer:

(a)Ownership of Property. Other than this Agreement, and the options to purchase referenced in Section 14.28(x), such Seller has not entered into an agreement to sell any of such Seller’s Transferred Assets (other than in respect of a transfer to a single purpose entity that is directly or indirectly wholly owned by a Seller or one of its Affiliates as permitted by Section 14.7). Such Seller has, or will have as of the Closing, good, marketable and indefeasible title to such Seller’s Transferred Assets, subject to the Permitted Exceptions.

(b)Material Contracts. All Material Contracts affecting such Seller’s Transferred Assets are set forth by Property on Schedule 3.2(b)attached hereto and the same have not been amended, supplemented or otherwise modified, except as set forth on

Schedule 3.2(b)attached hereto. Such Material Contracts contain the entire agreement between such Seller and the contract vendors, licensors and lessors named therein. Each of the Material Contracts is in full force and effect, and such Seller has not given or received any written notice of any breach or default under any Material Contract which has not been cured, or with respect to which the relevant right or obligation has not been waived. Such Seller is not in default of any of its obligations under such Material Contracts and, to Sellers’ Knowledge, the applicable contract vendors, licensors and lessor named therein are not in default of their respective obligations under the applicable Material Contracts. Such Seller has delivered or made available to the Buyer true and complete copies of all of such Material Contracts.

(c)Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c)attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c)attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this

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Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i)attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(c)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii)attached hereto.

(d)Brokerage Commissions. There are no brokerage commissions, tenant inducement costs or finders’ fees payable by such Seller with respect to the current term of the Leases or the Ground Leases, other than those set forth on Schedule 3.2(d)attached hereto. Such Seller does not have any agreement with any Affiliate broker which will survive the Closing Date with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Affiliate Leasing and Brokerage Agreements”) and such Seller does not have any agreement with any third party broker with respect to the current term or any renewal, extended or amended term, except as set forth on Schedule 3.2(d)attached hereto (the “Third Party Leasing and Brokerage Agreements”).

(e)Casualty; Condemnation. There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e)attached hereto.

(f)Litigation. There are no actions, suits or proceedings pending against or, to Sellers’ Knowledge, threatened against such Seller in any court or before or by an arbitration tribunal or regulatory commission, department or agency which, if adversely determined, would materially adversely affect (i) such Sellers’ ability to consummate the transactions contemplated by this Agreement, (ii) the ownership of any Transferred Asset or (iii) the operation of a Property, except in each case as set forth on Schedule 3.2(f)attached hereto.

(g)Owners’ Associations. To Sellers’ Knowledge, such Seller has made available to the Buyer true and complete owners’ association documents and all by-laws in connection with the foregoing, relating to such Seller’s Properties, to the extent the same are in such Seller’s possession (collectively, the “Owners’ Association Documents”). Such Seller has not received any written notice that it is in default of any monetary or other payment amounts owed by such Seller with respect to any Owners’ Associations, and to such Sellers’ Knowledge,

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it is not in default thereunder. Other than as provided in the Owners’ Association Documents or as provided in this Agreement, such Seller has no other obligations relating to the Owners’ Associations.

(h)Ground Leases. Such Seller has made available to the Buyer true and complete copies of the Ground Leases (including all amendments, modifications and supplements thereto) with respect to such Seller’s Properties as described on Schedule 3.2(h)attached hereto. There are no Ground Leases to which such Seller is a party for all or any portion of such Seller’s Properties, other than the Ground Leases set forth on Schedule 3.2(h)attached hereto. Such Ground Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(h)attached hereto or stated on Schedule 3.2(n)attached hereto, and (ii) contain the entire agreement between the relevant Ground Lessor and the ground lessee named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, rent is currently being paid under such Ground Leases without offset, counterclaim or deduction. Except as set forth on Schedule 3.2(h)(i)attached hereto, all ground lease improvements and other construction work to be performed by such Seller under such Ground Leases have been completed. No Person has any Lease Options except those Ground Lessors relating to the Lease Options referenced in Section 14.28below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule Battached hereto. Except as set forth on Schedule 3.2(h)(ii)attached hereto or in the Delinquency Report, as of the date of this Agreement, to Sellers’ Knowledge, there exists no default by any Ground Lessor under any such Ground Lease.

(i)Ownership of the Personal Property. Such Seller has good and valid title to the Personal Property, which in each case shall be free and clear of all Liens as of the Closing Date, other than Liens that would not materially impair the current use or value of such Personal Property for its intended purpose. Such Seller has not pledged, assigned, hypothecated or transferred any of its right, title or interest in any of the Personal Property.

(j)Compliance with Law. Such Seller has not received any written notice of a material violation of any Applicable Law with respect to the Transferred Assets, including any applicable fire, health, building, use, occupancy or zoning laws, regulations, ordinances and codes with respect to such Seller’s Property, which has not been cured or dismissed or would impact the Buyer’s use of the Property except for those set forth on Schedule 3.2(j)attached hereto; provided, however, that nothing in this Section 3.2(j)shall limit the right of the Buyer to object to any matter or issue set forth on such Schedule 3.2(j)pursuant to Article VIIIof this Agreement.

(k)Environmental Matters. Except as (i) contained in any environmental assessment report made available by Sellers to the Buyer prior to the date of this Agreement, (ii) expressly disclosed in writing by Sellers to the Buyer prior to the date of this Agreement, or (iii) as contained in any report prepared by the Buyer’s environmental engineers or consultants, such Seller, to Sellers’ Knowledge, has not received any written notice from any Governmental Authority or other Person of any Environmental Claims, Environmental Liabilities or violations

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of any Environmental Laws with respect to such Seller’s Property and, to Sellers’ Knowledge and except as contained in any environmental assessment report, such Seller’s Property is not in material violation of any Environmental Laws.

(l)Bankruptcy. No insolvency proceeding of any character (including bankruptcy, receivership, reorganization, composition or arrangement with creditors (including any assignment for the benefit of creditors)), voluntary or involuntary, relating to such Seller or such Seller’s Property is pending, or, to Sellers’ Knowledge, is being threatened against such Seller by any Person.

(m)Security Deposits. Attached hereto as Schedule 3.2(m)is a true and complete list of the security deposits (whether in the form of cash, letter of credit or otherwise) under the Leases being held by the Sellers, organized by Property and by Tenant.

(n)Delinquency Report. Attached hereto as Schedule 3.2(n)is a true and complete report setting forth as of the date of this Agreement, all arrearages in excess of thirty

(30) days under the Leases. Sellers shall provide an update of Schedule 3.2(n)at and as of the Closing.

(o)Insurance. Such Seller’s insurance policies (including such Seller’s casualty insurance and lost rent insurance) covering such Seller’s Property, are in full force and effect, all premiums due with respect thereto have been paid and no written notice of cancellation has been received with respect thereto.

(p)Unpaid Claims. As of the date of this Agreement, there are no unpaid bills, claims or Liens in connection with any construction or repair of such Seller’s Property except for those that are not yet due and payable, or are due and payable but not yet delinquent, or that are being contested in good faith by appropriate proceedings or as otherwise described on Schedule 3.2(p)attached hereto.

(q)Permits. To Sellers’ Knowledge, such Seller has all material licenses, permits (including building permits and occupancy permits), easements and rights-of-way that are required by Applicable Law to be obtained by such Seller in order to continue the present use and occupancy of such Seller’s Property in all material respect in substantially the same manner.

3.3Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

(a)Insurance. Keep such Seller’s Transferred Assets insured against fire and other hazards, and public liability insurance with respect to damage or injury to persons or property occurring on such Seller’s Property, as covered by the insurance policies maintained by such Seller on the date of this Agreement and as required by any Lease or Ground Lease.

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(b)Operation. Operate and maintain such Seller’s Property, and perform all maintenance and repair, in a businesslike manner and in accordance with such Seller’s past practices with respect to such Seller’s Property, but subject to normal wear and tear.

(c)New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; providedthat in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c)attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i)through (ii)above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b)attached hereto, and, providedthat Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to

Schedule Cattached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; providedthat such notice includes specific reference to this Section 3.3(c)and the deemed approval provision hereof.

(d)New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; providedthat, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or

(iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii)above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after

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the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c)attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; providedthat such notice includes specific reference to this Section 3.3(d)and the deemed approval provision hereof.

(e)Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; providedthat any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.

(f)Performance. Perform, or cause their agents to perform, in all material respects, all obligations of landlord under the Leases, and lessee under the Ground Leases, and of each Seller’s or its Affiliate’s obligations under the Contracts.

(g) Management, Leasing Agreements and Contracts.

(i)Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii)below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii)and (iii)below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii)below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing.

(ii)Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective

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tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission.

After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii)attached hereto.

(iii)In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

(h)New Financing. Not create, incur or suffer to exist any deed of trust, mortgage, lien, pledge or other encumbrance in any way affecting any portion of such Seller’s Property, other than the Permitted Exceptions, without the prior written consent of the Buyer.

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(i)Taxes, Charges, etc. Continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts when due.

(j)Transfers. Not transfer, sell or otherwise dispose of such Seller’s Property, or any item of such Seller’s Personal Property, or any interest in any of the foregoing, in each case, except as expressly permitted in accordance with Section 14.7, without the prior written consent of the Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business and except for any ROFO Asset being purchased by a ROFO Party and any ROFR Asset being purchased by a ROFR Party.

(k)Zoning. Except in connection with an Asset Under Development, not initiate or consent to any material zoning reclassification of any Property or any material change to any approved site plan, special use permit, planned unit development approval or other land use entitlement affecting any Property without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s sole discretion.

(l)Information; Additional Rights. Subject to the applicable limitations set forth in this Agreement, until the Closing or earlier termination of this Agreement, allow the Buyer to:

(i)review and approve annual budgets, development plans, if any, and leasing plans with respect to the Properties and to offer input and suggestions relating to the foregoing; providedthat such rights will not require the Sellers to operate the Properties in a substantially different manner than the current operations of the Properties nor obligate the Sellers to make or incur any capital expenditures at the Properties;

(ii)generally discuss and consult (including calling meetings) with, and provide advice with respect to, material matters relating to the Properties with representatives of the Sellers designated by Sellers and the right to submit business proposals or suggestions to such parties;

(iii)receive financial statements, operating reports, delinquency reports, leasing pipeline reports, budgets or other financial reports relating to the Properties which are prepared by or for the Sellers in the ordinary course of business;

(iv)request such other additional information relating to the Properties at reasonable times and intervals in light of the Sellers’ normal business operations concerning the general status of the financial condition and operations of the Properties, but only to the extent such information is reasonably available to the Sellers and in a form consistent with the manner in which the Sellers then maintain such information; and

(v)review and approve the settlement of any tenant audit disputes the settlement of which may alter or affect “base year” amounts payable by Tenants under Leases.

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(m)ROFR Waivers. No later than ten (10) Business Days following the date hereof, distribute the request for the waivers and acknowledgements in respect of any applicable ROFR Asset to the applicable ROFR Asset Tenant or Ground Lessor pursuant to the applicable ROFR Asset Lease, and concurrently provide copies thereof to the Buyer.

(n) [Reserved]

(o)Notices. Provide the Buyer with copies of (i) any default letters sent by or at the direction of such Seller or any Affiliate thereof to or received by any such Seller (or Affiliates thereof) from Tenants or with respect to any Ground Lease, (ii) correspondence received by any such Seller (or Affiliate thereof) from a Tenant that it is discontinuing operations at such Seller’s Property or seeking to re-negotiate or amend its Lease, (iii) any material correspondence to or from any Ground Lessor, (iv) notices of bankruptcy filings received by any such Seller (or Affiliate thereof) with respect to any Tenant or any Ground Lessor, and (v) any default letters or other notices or correspondence that could reasonably be expected to pertain to this transaction or this Agreement.

3.4 Tenant Estoppels.

(a)Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit Aattached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit Aattached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable).

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y)and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (i) the Tenant Estoppel or (ii) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required

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Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b)only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively.

No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

(c)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if the Sellers fail to deliver the Tenant Estoppels (or Lease Required Estoppel, as applicable) as required above by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty- five (45) days in order for the Sellers to continue efforts to obtain such Tenant Estoppels (or Lease Required Estoppels, as applicable), in which case, the Closing shall occur within five (5) Business Days after the Sellers’ delivery of all required Tenant Estoppels (or Lease Required Estoppels, as applicable).

(d)Notwithstanding anything contained in this Agreement to the contrary, but subject to the proviso in Section 3.4(b), in the event that the Closing hereunder shall occur simultaneously with the Initial Closing, if, as of the Initial Closing Date, Sellers are able to

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obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least sixty percent (60%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, but is unable to obtain Tenant Estoppels (or Lease Required Estoppels, as applicable) from Tenants whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, Sellers shall have the right (but not the obligation) to deliver to the Buyer on the Initial Closing Date a certificate in the form of Exhibit Battached hereto (a “Sellers’ Estoppel Certificate”), executed by Sellers, with respect to the required amount of Leases in order to satisfy the Tenant Estoppel (or Lease Required Estoppels, as applicable) delivery requirements set forth in Section 3.4(b)(i)and (ii), and in such event, Sellers shall be deemed to have satisfied the condition under Sections 3.4(b)(i)and (ii). In addition, Sellers shall be released from any liability with respect to such Sellers’ Estoppel Certificate upon the earlier of (A) the date of delivery to the Buyer of a Tenant Estoppel (or Lease Required Estoppels, as applicable) executed by the Tenant for which Sellers have delivered such Sellers’ Estoppel Certificate or (B) the date that is one (1) year after the Initial Closing Date.

3.5 Owners’ Associations and REAs.

(a)Sellers shall not initiate, approve or consent to any agreement or waiver or the execution of any document or instrument that would be considered an Owners’ Association Document, including any agreement, waiver, document or instrument that would (i) increase or modify in any way the obligations of Sellers relating to the Properties being acquired at Closing,

(ii) result in the creation of a new Owners’ Association, or (iii) amend, modify, extend, surrender, terminate or renew any Owners’ Association Document, without the prior written consent of the Buyer, which consent may be withheld in the Buyer’s sole discretion. If the Buyer does not reject or approve the execution of any document or instrument referred to in this Section 3.5within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such document or instrument.

(b)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from each Owners’ Association relating to a Property and such other acknowledgments, documents and instruments the Buyer may reasonably require from such Owners’ Association in connection with the transactions contemplated by this Agreement and any Buyer’s related financing, including, (i) executing or facilitating the execution of any documents or instruments required under the Owners’ Association Documents in connection with the transfer of the Properties to the Buyer, (ii) causing any officer or director of any Owners’ Association or related board that is a representative of the Sellers or the Property, if any, to resign his or her position as an officer or director, (iii) executing or facilitating any documents or instruments required under the Owners’ Association Documents in order to assign to Buyer (or its designee) all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any, under the Owners’ Association Documents and (iv) facilitating the appointment of the Buyer’s and its Affiliates’ representatives as replacement

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officers or directors to the extent permitted under the applicable Owners’ Association Documents.

(c)Sellers shall use their commercially reasonable efforts to assist the Buyer in obtaining estoppel certificates from the applicable parties under each REA and such other acknowledgments, documents and instruments the Buyer may reasonably require from such parties to such REA in connection with the transactions contemplated by this Agreement and any Buyer related financing, including (i) executing or facilitating the execution of any documents or instruments required under the REAs in connection with the transfer of the Properties to the Buyer, and (ii) executing or facilitating any documents or instruments required under the REAs in order to assign all of a Seller’s (or any of its Affiliate’s) interest as developer, declarant or other similar entity, if any.

3.6 Ground Lessor Estoppel.

(a)Each Seller, as applicable, shall prepare and deliver to each Ground Lessor an estoppel certificate in the form of Exhibit Cattached hereto (the “Ground Lessor Estoppel”) and request each such Ground Lessor to execute and deliver the Ground Lessor Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Ground Lessor Estoppels in substantially the same form as Exhibit Cattached hereto from each Ground Lessor, without the obligation to make any payments or grant any concessions under the Ground Leases. If a Ground Lessor returns an executed Ground Lessor Estoppel to such Seller (or objects thereto), such Seller shall promptly deliver to the Buyer, or make available on such Seller’s transaction website, a copy of such executed Ground Lessor Estoppel following such Seller’s receipt of such Ground Lessor Estoppel.

(b)In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases (it being understood and agreed that for purpose of this Section 3.6(b)only, the terms “Ground Lessors” and “Ground Leases” shall refer to the Ground Lessors and the Ground Leases in respect of the Ground Leased Properties to be purchased and sold pursuant to this Agreement and the “Ground Lessors” and “Ground Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Ground Leased Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.6(b), which shall also constitute of waiver of such corresponding requirement in each Other PSA. If the Sellers fail to deliver to the Buyer Ground Lessor Estoppels from at least ninety percent (90%) in the aggregate of the Ground Lessors under the Ground Leases by the Initial Closing Date and the Buyer has not otherwise waived such requirement in order to accommodate Serial Closings pursuant to the Master PSA, each of the Buyer and the Sellers shall have the right, but not the obligation, to adjourn the Closing on one or more occasions by providing written notice thereof to the other for a period of up to forty-five (45) days in order for the

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Sellers to continue efforts to obtain Ground Lessor Estoppels from at least ninety percent (90%) of Ground Lessors under the Ground Leases, in which case, the Closing shall occur within five

(5)Business Days after the Sellers’ delivery of the Ground Lessor Estoppels as required pursuant to this Section 3.6(b).

3.7Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7shall survive all Closings hereunder.

Article IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER

4.1Representations and Warranties of the Buyer. The Buyer hereby represents, warrants and covenants to the Sellers:

(a)Formation; Existence. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

(b)Power; Authority. It has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the purchase of the Transferred Assets and the consummation of the transactions provided for herein have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation

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of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

(c)No Consents. No consent, license, approval, order, permit or authorization of, or registration, filing or declaration with, any Person, court, administrative agency or commission or other Governmental Authority or instrumentality, domestic or foreign, is required to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any of the transactions required or contemplated hereby.

(d)No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Transferred Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party in its individual capacity, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute, law, rule or regulation applicable to it or its assets or properties.

(e) Anti-Terrorism.

(i)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is in violation of any Anti-Money Laundering and Anti-Terrorism Laws.

(ii)Neither the Buyer nor, to Buyer’s knowledge, its Affiliates, is acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that appear on the Annex to the Executive Order, or are included on any relevant lists maintained by the Office of Foreign Assets Control of U.S. Department of Treasury, U.S. Department of State or other U.S. government agencies, all as may be amended from time to time.

(iii) Neither the Buyer nor, to Buyer’s knowledge, its Affiliates

(A)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person included in the lists set forth in the preceding paragraph, (B) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (C) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering and

Anti-Terrorism Laws.

(iv)The Buyer understands and acknowledges that the Buyer may become subject to further anti-money laundering regulations, and agrees to execute instruments, provide information, or perform any other acts as may be required for compliance with such anti- money laundering regulations, for the purpose of: (A) carrying out due diligence as may be

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required by Applicable Law to establish the Buyer’s identity and source of funds;

(B)maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering regulations applicable to the Buyer.

(v)Neither the Buyer, nor any person controlling or controlled by the Buyer, is a country, territory, individual or entity named on a Government List, and the monies used in connection with this Agreement and amounts committed with respect thereto, were not and are not derived from any activities that contravene any applicable Anti-Money Laundering and Anti-Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)).

Article V

CONDITIONS PRECEDENT TO CLOSING

5.1Conditions Precedent to Sellers’ Obligations. The obligation of the Sellers to consummate the transfer of the Transferred Assets to the Buyer on the Closing Date is subject to the satisfaction (or waiver by the Sellers) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the Buyer or impair or delay the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform its obligations under this Agreement or the Closing Documents;

(b)The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)The Sellers shall have received all of the applicable documents required to be delivered by the Buyer under Article VI;

(d)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby; and

(e)No action, suit or other proceeding shall have been commenced against Buyer or any Seller that would reasonably be expected to prevent the Closing.

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5.2Conditions Precedent to the Buyer’s Obligations. The obligation of the Buyer to purchase and pay for the Transferred Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:

(a)Each of the representations and warranties made by each Seller in this Agreement shall be true and correct in all respects as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, such representations and warranties shall be true and correct in all respects as of such specific date), except for breaches or inaccuracies that would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Transferred Assets, taken as a whole, or impair or delay the ability of the Sellers to consummate the transactions contemplated by this Agreement or the Closing Documents or otherwise perform their respective obligations under this Agreement or the Closing Documents;

(b)Each Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by such Seller on or before the Closing;

(c)No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the transfer of the Transferred Assets or the consummation of any other transaction contemplated hereby;

(d)No action, suit or other proceeding shall have been commenced against the Buyer or any Seller that would reasonably be expected to prevent the Closing;

(e)Title to the applicable Properties to be purchased and sold at the Closing shall be delivered to the Buyer in the manner required under Section 8.1;

(f)The Buyer shall have received all of the applicable documents required to be delivered by the Sellers under Article VI;

(g)The Buyer shall have received the Tenant Estoppels (or Lease Required Estoppels, as applicable) and/or Sellers’ Estoppel Certificates required pursuant to Section 3.4(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA);

(h)The Title Company shall be prepared, and irrevocably committed, to issue each applicable Title Policy; and

(i)The Buyer shall have received the Ground Lessor Estoppels required pursuant to Section 3.7(except to the extent such requirement has been waived by the Buyer in order to accommodate Serial Closings pursuant to the Master PSA).

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5.3Frustration of Closing Conditions. Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article Vto be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing of the other party to be satisfied.

5.4Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article Vthat was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

Article VI CLOSING DELIVERIES

6.1Buyer Deliveries.

(a) [Reserved]

(b) The Buyer shall deliver the following documents at the Closing:

(i)the Cash Consideration Amount in accordance with Section 2.2and all other amounts due to the Sellers hereunder;

(ii)a duly executed and sworn Officer’s Certificate from the Buyer certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(iii)an executed Incumbency Certificate from the Buyer certifying the authority of the officers or authorized signatories of the Buyer (or the general partner of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Sellers at the Closing;

(iv) with respect to each Property:

(A)an assignment and assumption of landlord’s interest in the Leases (an “Assignment of Leases”), duly executed by the Buyer, in substantially the form of Exhibit Dattached hereto;

(B)an assignment and assumption of the Assumed Contracts (an “Assignment of Contracts”), duly executed by the Buyer, in substantially the form of Exhibit Ehereto;

(C)a notice letter to each Tenant (the “Tenant Notices”), duly executed by the Buyer, in the form of Exhibit Fattached hereto;

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(D)an association assignment and assumption agreement with respect to any Owners’ Association, as applicable, in a form reasonably acceptable to Sellers and Buyer (“Association Assignment”);

(E)a notice letter to each lessor under a Ground Lease, duly executed by the Buyer, in the form of Exhibit Gattached hereto (“Ground Lessor Notices”); and

(F)for each Ground Leased Property, an assignment and assumption of lessee’s interest in the respective Ground Lease (an “Assignment of Ground Leases”), duly executed by the Buyer, in substantially the form of Exhibit Hhereto;

(v)a closing statement in respect of the Transferred Assets to be purchased and sold at the Closing, prepared and approved by the Sellers and the Buyer, consistent with the terms of this Agreement and duly executed by the Buyer (the “Closing Statement”);

(vi)such other customary assignments, instruments of transfer, and other documents as the Sellers may reasonably require in order to complete the transactions contemplated hereunder;

(vii) a closing certificate in the form of Exhibit Iattached hereto;

(viii)all transfer Tax returns, to the extent required by law and the regulations issued pursuant thereto, in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the relevant Sellers and duly executed by the Buyer; and

(ix)such other documents as reasonably requested by the Seller or the Escrow Agent to consummate the Closing;

(x) [Reserved];

(xi) [Reserved]; and

(xii) [Reserved].

6.2 Sellers Deliveries.

(a) [Reserved]

(b) The Sellers shall deliver the following documents at the Closing:

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(i)a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;

(ii)an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;

(iii)with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit Kattached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;

(iv)with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit Lattached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;

(v) with respect to each Property:

(A)an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;

(B)a bill of sale (a “Bill of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit Mattached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;

(C) an Assignment of Contracts, duly executed by the relevant

Seller;

(D) an assignment of all warranties, permits, licenses and other

Asset-Related Property in the form of Exhibit Nattached hereto (an “Assignment of Asset-Related Property”);

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(E)an Association Assignment, duly executed by the relevant Seller, together with evidence of the resignation, with effect as of the applicable Closing, of all of Sellers’ employees and/or Affiliates from all offices or directorships (or similar roles) arising under any Owners’ Association or Owners’ Association Documents;

(F)the Tenant Notices and Ground Lessor Notices, duly executed by the relevant Seller;

(G)all keys to each Property which are in the Sellers’ possession shall be transferred at a mutually agreed upon location;

(H)all security deposits and letters of credit as provided in Section 10.2(a)hereof; and

(I)for each Ground Leased Property, an Assignment of Ground Leases, duly executed by the relevant Seller;

(vi) the Closing Statement, duly executed by the Sellers;

(vii)such other assignments, instruments of transfer, and other documents as the Buyer or Escrow Agent may reasonably require in order to complete the transactions contemplated hereunder;

(viii) a closing certificate in the form of Exhibit Oattached hereto;

(ix)all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the relevant Seller;

(x)with respect to the Properties located in North Carolina, a form 1099-NRS (Non-Resident Seller), executed by the relevant Seller;

(xi)an affidavit that the relevant Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit Pattached hereto;

(xii)a title affidavit in the form of Exhibit Qattached hereto, duly executed by Seller; and

(xiii)a broker’s lien affidavit in the form of Exhibit Rattached hereto, duly executed by each applicable broker;

(c) [Reserved];

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(d) [Reserved]; and

(e) [Reserved].

6.3Assignment of Certain Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, sell, convey, sublicense or transfer any Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, or to enter into any other agreement or arrangement with respect thereto, if an attempted assignment, sale, conveyance, sublicense or transfer thereof, or entering into any such agreement or arrangement, without the consent of a third party (including any Governmental Authority), would constitute a breach of, or other contravention under, any Transferred Asset or a violation of Applicable Law, be ineffective with respect to any party thereto or in any way adversely affect the rights of any Seller or any Affiliate of the Sellers or of the Buyer thereunder. With respect to any such Transferred Asset (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Sellers shall use commercially reasonable efforts (and the Buyer shall assist the Sellers upon reasonable request, at the Sellers’ cost) to obtain any and all required consents for the assignment, partial assignment, transfer or sublicense of such Transferred Asset to the Buyer, or written confirmation from such parties reasonably satisfactory in form and substance to the Sellers and the Buyer confirming that such consent is not required. Neither Sellers nor the Buyer shall be required to make any payment of money or other transfer of value to any third party. If a required consent is not obtained prior to the Closing with respect to any such Transferred Asset, the Sellers (assisted by the Buyer upon reasonable request) will (and will cause their applicable Affiliates to) continue (for a period not to exceed six (6) months) to use commercially reasonable efforts to obtain such consent as promptly as practicable after the Closing. Except as otherwise provided in this Agreement, until such time as all such consents have been obtained, the Sellers and the Buyer will (and will cause their applicable Affiliates to) cooperate to enter into a lawful and reasonable arrangement under which the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers or the Buyer, with the economic benefits of such Transferred Asset by enforcing such Transferred Asset (solely at the Buyer’s direction) for the benefit and at the expense of the Buyer (and the Buyer shall assume the obligations of the applicable Seller under, and bear the economic burdens associated with, such Transferred Asset that are attributable to any period from and after the Effective Time and indemnify the Sellers in connection therewith). The Sellers shall have no obligations under this Section 6.3after the date that is six (6) months following the Closing Date.

Article VII

INSPECTION

7.1General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not

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include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; providedthat the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1shall survive all Closings hereunder.

7.2 Document Inspection; Contracts.

(a)Buyer and Sellers acknowledge that the Buyer is being given an opportunity to review and inspect the documents provided or made available by Sellers or obtained by the Buyer. Except as otherwise expressly provided in this Agreement or in any Closing Document, or except as set forth in any Exhibit or Schedule attached hereto, Sellers make no representation or warranty as to the truth, accuracy or completeness of such documents or any other studies, documents, reports or other information provided to the Buyer by the Sellers.

(b)Subject to Section 14.31(a), on or prior to the Closing Date, the Buyer shall notify Sellers as to which Contracts the Buyer will assume (such Contracts, together with new Contracts entered into pursuant to Section 3.3(c)with the Buyer’s prior written consent, the “Assumed Contracts”), and the list of such Assumed Contracts shall be added to Schedule Cattached hereto on or prior to the Closing Date. All Contracts other than Assumed Contracts shall constitute “Terminated Contracts” and shall be the liability solely of the Seller. The

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Assumed Contracts shall be assigned to the Buyer at the Closing pursuant to the Assignment of Contracts.

7.3Confidentiality. The Buyer and its representatives shall hold in confidence all data and information relating to the Transferred Assets, the Sellers or their businesses, whether obtained before or after the execution and delivery of this Agreement pursuant to the Confidentiality Agreement, which is incorporated herein and which the Buyer hereby reaffirms. Notwithstanding anything to the contrary contained in this Agreement, in the event of a breach or threatened breach by the Buyer or its representatives of this Section 7.3, the Seller shall be entitled to all remedies set forth in the Confidentiality Agreement. The provisions of this Section 7.3shall survive any termination of this Agreement.

7.4Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any

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agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets).

Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR

ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

7.5Effect and Survival of Disclaimer and Release. The Sellers and the Buyer acknowledge that the compensation to be paid to Sellers for the Transferred Assets reflects that the Transferred Assets are being sold subject to the provisions of Section 7.4, and Sellers and the Buyer agree that the provisions of Section 7.4shall survive all Closings hereunder indefinitely.

Article VIII

TITLE AND PERMITTED EXCEPTIONS

8.1Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

8.2 Title Report.

(a)As of the date of this Agreement, the Buyer has delivered to Sellers a notice with respect to the Properties specifying all title exceptions set forth in the applicable title commitment, matters disclosed in the survey or objections to building code or zoning violations set forth in any zoning report or otherwise that constitute (i) Material Title Exceptions, (ii) Voluntary Title Exceptions, or (iii) Monetary Title Exceptions.

(b)With respect to a Property, to the extent of any updates to the applicable title commitment, survey or zoning report that are made following the date of this Agreement, the Buyer shall give notice to Seller specifying all title exceptions set forth in such updated title commitment, matters disclosed in the updated survey or objections to building code or zoning violations set forth in any updated zoning report or otherwise (i) which the Buyer claims are not

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Permitted Exceptions and (i) to which the Buyer objects, not less than fifteen (15) Business Days prior to the Closing Date (each such notice provided pursuant to Section 8.2(a)or this Section 8.2(b), an “Objection Notice”).

8.3Use of Cash Consideration Amount to Discharge Title Exceptions. If, at the Closing, there are any title exceptions applicable to a Property which are not Permitted Exceptions and to which the Buyer objects for such Property and which the Sellers are obligated by this Agreement or elect to pay and discharge, then the Sellers may use any portion of the Cash Consideration Amount to satisfy the same; providedthat the Sellers shall have delivered to the Buyer at the Closing instruments in recordable form sufficient to satisfy such title exceptions of record, together with the cost of any applicable recording or filing fees or such other evidence the Title Company shall deem necessary for the Title Company to remove such exception from the Title Policy. The Buyer, if request is made within a reasonable time prior to the Closing, agrees to provide at the Closing separate certified or cashier’s checks as requested to facilitate the satisfaction of any such title exceptions. The existence of any such liens or encumbrances shall not be deemed objections to title if the Sellers shall comply with the foregoing requirements.

8.4Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

8.5Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either

(a)take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or

(b)decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer

specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the

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option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5and Section 8.6shall be subject to Section 13.3.

8.6Voluntary Title Exceptions; Monetary Title Exceptions. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2and such title exception constitutes a Voluntary Title Exception or Monetary Title Exception then the Sellers shall be obligated to discharge all such Voluntary Title Exceptions and Monetary Title Exceptions on or prior to the Closing Date; provided, however, that the maximum amount which the Sellers shall be required to expend in the aggregate (under this Agreement and under Section 8.6of each of the Other PSAs, combined) in connection with the removal of Monetary Title Exceptions (which are not Voluntary Title Exceptions) shall be $5,000,000. In the event the Buyer notifies the Sellers of one or more Monetary Title Exceptions (which are not Voluntary Title Exceptions), which individually or in the aggregate would require the Sellers to expend more than $5,000,000 (under this Agreement and under Section 8.6of each of the Other PSAs, combined) to remove, then the Sellers shall not be required to cause such Monetary Title Exception(s) to be removed and the Buyer may elect to (i) accept title to the Properties subject to such Monetary Title Exception(s) at the Closing, at which time the Buyer shall receive a credit against the Gross Asset Value in the amount of $5,000,000 (in the aggregate, without duplication under the Other PSAs), or (ii) exclude the applicable Property or Properties so impacted by such Voluntary Title Exception or Monetary Title Exception from this transaction. To the extent one or more Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” for purposes of this Agreement.

8.7Buyer’s Right to Accept Title. Notwithstanding the foregoing provisions of this Article VIII, the Buyer may, by notice given to the Sellers at any time prior to the Closing Date, elect to accept such title as the Sellers can convey, notwithstanding the existence of any title exceptions which are not Permitted Exceptions. In such event, this Agreement shall remain in effect and the parties shall proceed to the Closing, but the Buyer shall not be entitled to any abatement of the Gross Asset Value, any credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise by reason of the existence of any title exceptions which are not Permitted Exceptions.

8.8Cooperation. The Buyer and the Sellers shall reasonably cooperate with the Title Company (at no cost to Buyer) in connection with obtaining title insurance insuring title to each Property subject only to the relevant Permitted Exceptions. In furtherance and not in limitation of the foregoing, at or prior to the Closing, the Buyer and the Sellers shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by the Title Company and customarily furnished in connection with the issuance of owner’s policies of

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title insurance, including (i) evidence sufficient to establish (x) the legal existence of the Buyer and the Sellers and (y) the authority of the respective signatories of the Sellers and the Buyer to bind the Sellers and the Buyer, as the case may be, (ii) a certificate of good standing, or a certificate of existence, as applicable, of each Seller, (iii) if applicable, a partnership affidavit pursuant to Section 689.045, of the Florida Statutes, and (iv) a title affidavit in the form of Exhibit Qwith such other reasonable additions thereto as may be reasonably and customarily requested by the Title Company.

Article IX TRANSACTION COSTS; RISK OF LOSS

9.1Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties and (y) the initial survey costs for the Properties. Buyer shall pay for (a) all real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements, (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to any third- party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for

(A)the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1. This indemnity shall survive all Closings hereunder.

9.2 Risk of Loss.

(a)If, on or before the Closing Date, any “material portion” of a Property shall be (i) damaged or destroyed by fire or other casualty or (ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer in writing. The Buyer shall be bound to purchase the affected Properties for the Allocated Asset Value in respect of such Properties (after taking into account the adjustments for net prorations and other adjustments provided for in this Agreement) as required by the terms hereof without regard to the occurrence or effect of any such casualty or condemnation.

(b)With respect to any casualty or condemnation affecting a “material portion” of a Property after the date of this Agreement, (A) the Sellers will credit against the

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Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of

(x)the net proceeds, if any, received by the Sellers from such casualty or condemnation and (y) the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(c)If, on or before the Closing Date, any portion of a Property that is not a “material portion” of such Property shall be (i) damaged or destroyed by fire or other casualty or

(ii) taken as a result of any condemnation or eminent domain proceeding, the Sellers shall promptly notify the Buyer thereof in writing and, except with respect to damage or destruction that has been fully repaired and restored as of the Closing Date, (A) the Sellers will credit against the Cash Consideration Amount payable by the Buyer at the Closing an amount equal to the sum of (x) the net proceeds, if any, received by the Sellers from such casualty or condemnation and

(y)the applicable deductible, if any, with respect to such casualty, or (B) Sellers will, at the Closing, assign to the Buyer all rights of the Sellers, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation.

(d)    For purposes of this Section 9.2, a “material portion” with respect to an individual Property shall mean any portion which materially and adversely affects access to any Property, otherwise materially and adversely impacts the operation of the Property, or which the cost to repair or restore will be equal to or in excess of the lesser of (i) fifty percent (50%) of the Allocated Asset Value of such Property or (ii) $10,000,000.

Article X

ADJUSTMENTS PROPOSED

The prorations and payments provided for in this Article Xshall be made at the Closing on a cash basis and set forth on the Closing Statement, which shall be prepared by Sellers and submitted to the Buyer for its review and approval at least three (3) Business Days prior to the Closing. The following shall be prorated between the Sellers and the Buyer as of the Closing Date (on the basis of the actual number of days elapsed over the applicable period) and shall be added to (if such net amount is in the Sellers’ favor) or deducted from (if such net amount is in the Buyer’s favor) the Gross Asset Value at the Closing, with the Buyer being deemed to be the owner of the Property starting at 12:00 A.M. on the Closing Date (the “Effective Time”) and being entitled to receive all operating income of the Property, and being obligated to pay all operating expenses of the Property, with respect to the Closing Date:

10.1Taxes. All real estate taxes affecting the Property (including all certified, confirmed or ratified liens for governmental improvements or special assessments imposed by any taxing authority which affect the Property as of the Closing Date) (collectively, “Real Estate Tax”) shall be prorated between the Buyer and the Sellers on a Cash Basis, assuming payment of such Real Estate Tax would occur on the latest possible due date prior to delinquency pursuant to Applicable Law. As of the Closing Date, if the Real Estate Tax bill is not available for the year

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of the Closing, the proration of Real Estate Tax shall be based upon the most recently issued Real Estate Tax bill. Promptly after the new Real Estate Tax bill is issued, the Real Estate Tax shall be reprorated pursuant to Section 10.11below, and any discrepancy resulting from such reproration and any errors shall be promptly corrected by the parties. Buyer and Sellers acknowledge that the Real Estate Tax for North Carolina shall be prorated on a calendar year basis, whether or not same are due and payable prior to the Closing and regardless of the fiscal year of the taxing authority, and if the rate of any such Real Estate Tax is not fixed prior to the date of the Closing, the adjustment and proration thereof at the Closing shall be upon the basis of the rate for the bill issued in the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted, if necessary, between Sellers and Buyer when the rate is fixed for the calendar year during which the Closing occurs.

Notwithstanding the foregoing, if Tenants pay Real Estate Tax directly to the taxing authority, the portion of the Real Estate Tax paid directly by the Tenant to the taxing authority shall not be prorated. The Buyer shall pay all Real Estate Tax due and payable after the Closing and reconciliations with Tenants shall be responsibility of the Buyer post-Closing pursuant to Section

10.2and Section 10.11below. Except in connection with a reproration of Real Estate Tax applicable to the period for which Real Estate Tax is prorated pursuant hereto, in no event shall Sellers be charged with or be responsible for any increase in the Real Estate Tax on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. As used herein, the term “Cash Basis” shall refer to proration of Real Estate Tax based on the tax bills that have been or will be issued during the year of the Closing, regardless of when such Real Estate Tax accrued or the assessment period of the Real Estate Tax.

(a)Prepaid Tax. If any portion of any assessments against the Property other than Real Estate Tax that are paid by the Sellers with respect to the Property at or prior to the Closing determined on a cash (rather than accrual) basis, relate to any time including or after the Closing Date, the Buyer shall pay to the Sellers at the Closing the amount of such other assessments paid prorated for the number of days, from, including and after the Closing.

(b)Installments. To the extent that Real Estate Tax includes special assessments or installments of special assessments, for the purpose of this Section 10.1Sellers’ prorated portion of such assessments shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

10.2Fixed Rents, Additional Rents and Security Deposits.

(a)All fixed rents (“Fixed Rents”) and Additional Rents (as hereinafter defined and together with the Fixed Rents, collectively, the “Rents”) under the Leases, security deposits (except as hereinafter provided) and other tenant charges shall be prorated on a cash basis. The Sellers shall deliver or provide a credit in an amount equal to all prepaid Rents for periods from, including and after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing in accordance with the terms of the applicable Leases) to the Buyer on the Closing Date. The Sellers shall also transfer to the Buyer any security deposits that are held in

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the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at the Buyer’s cost (including the Buyer’s payment of any third party transfer fees and expenses); if any of the SD Letters of Credit are not transferable, the Sellers shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of the Buyer in replacement thereof and in the event such a new letter of credit is not issued in favor of the Buyer by the Closing, the Buyer shall pursue such replacement after the Closing and the Sellers shall take all reasonable action, as directed by the Buyer and at the Sellers’ expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Lease. Rents that are delinquent (or payable but unpaid) as of the Closing Date shall not be prorated on the Closing Date. Any Rents collected by the Buyer or the Sellers after the Closing from any Tenant who owes Rents for periods prior to the Closing, shall be applied (i) first, in payment of Rents owed by such Tenant for the month in which the Closing occurs (which shall include the reimbursement to the Seller thereof, net of collection costs), (ii) second, in payment of current rentals at the time of receipt, (iii) third, to delinquent rentals, if any, which became due after the Closing, and (iv) then to delinquent rentals, if any, which became due and payable prior to the Closing (which shall include the reimbursement to the Seller thereof, net of collection costs); provided, however, that any year-end or similar reconciliation payment shall be allocated as hereinafter provided. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount. For the purposes of this Agreement, the term “Additional Rent(s)” shall mean amounts payable under any Lease for (i) the payment of additional rent based upon a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), (ii) so- called common area maintenance or “CAM” charges, and (iii) so called “escalation rent” or additional rent based upon such tenant’s allocable share of insurance, real estate taxes or operating expenses or labor costs or cost of living or porter’s wages or otherwise.

(b)Additional Rent shall be determined in accordance with the Leases, including any Lease provisions that provide for the adjustment of Additional Rent based on occupancy changes (i.e., “gross-up” provisions). In addition, to the extent that a Lease provides for base year amounts or “stops” for operating expenses or Taxes, such base year and “stop” amounts shall be prorated in determining Additional Rent with respect to such Lease. The relevant Seller’s “share” of Additional Rent for the calendar year in which Closing occurs (the “Closing Year”) shall be determined in accordance with Section 10.2(c)hereof. Notwithstanding the foregoing, there shall be no proration of any such Additional Rent that is delinquent as of Closing. The Buyer shall bill Tenants who owe Rents for periods prior to the Closing on a monthly basis following the Closing and use commercially reasonable efforts to attempt to collect such past due Rents, but shall not be obligated to engage a collection agency or take legal action to collect such amount.

(c)In order to enable the Buyer to make any year-end reconciliations of Tenant reimbursements of Additional Rent for the Closing Year after the end thereof, the Sellers shall determine in accordance with Section 10.2(b)hereof the Additional Rent actually paid or

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incurred, or to be paid or incurred, by each Seller for the portion of the Closing Year during which such Seller owned the applicable Property (the portion of such Additional Rent corresponding to each such Seller’s period of ownership, the “Sellers’ Actual Reimbursable Tenant Expenses”) and the Tenant reimbursements for such Additional Rent actually paid or to be paid by Tenants for the Closing Year during which each such Seller owned the applicable Property (the portion of such reimbursements for Additional Rent corresponding to such Seller’s period of ownership, the “Sellers’ Actual Tenant Reimbursements”). On or before the date that is sixty (60) days after the Closing Date, Sellers shall deliver to the Buyer a reconciliation statement (“Sellers’ Reconciliation Statement”) with all supporting tenant calculations, electronic workbooks and any other relevant or related support documentation setting forth (i) Sellers’ Actual Reimbursable Tenant Expenses, (ii) Sellers’ Actual Tenant Reimbursements, and (iii) a calculation of the difference between the two (i.e., establishing that the Sellers’ Actual Reimbursable Tenant Expenses were either more or less than the Sellers’ Actual Tenant Reimbursements). Any amount due Sellers pursuant to the foregoing calculation (in the event the Sellers’ Actual Tenant Reimbursements are less than the Sellers’ Actual Reimbursable Tenant Expenses) shall be remitted to the Sellers promptly upon receipt by the Buyer of such amounts from the applicable Tenant. In the event the Sellers’ Actual Tenant Reimbursements as disclosed on the Sellers’ Reconciliation Statement are more than the Sellers’ Actual Reimbursable Tenant Expenses, then the Sellers shall pay such amounts to the Buyer within thirty (30) days after delivery of the Sellers’ Reconciliation Statement to the Buyer and, upon receipt of such payment, the Buyer shall be responsible for the refund to Tenants of any overpayments in accordance with their Leases.

(d)The Sellers and the Buyer acknowledge that payments by Tenants of Additional Rent may be subject to audit by Tenants in accordance with the terms of their Leases (“Tenant Audits”). With respect to any Tenant Audit pending as of the Closing Date or initiated within a permissible audit term under the applicable Lease and applicable, in whole or in part to the Sellers’ period of ownership, the Sellers agree that (i) the Sellers shall reasonably cooperate with the Buyer in responding to information requests made in connection therewith, and (ii) the Sellers shall be responsible for the defense and payment of any claim resulting therefrom and based upon claimed overpayments received by the Sellers. The Sellers’ obligations under this Section 10.2(d)shall not be subject to the time limitations set forth in Section 10.11(b)or Section 10.11(c)hereof.

10.3Water and Sewer Charges. Water rates, water meter charges, sewer rents and vault charges, if any (other than any such charges, rates or rents which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment shall be made), shall be adjusted and prorated on the basis of the fiscal period for which assessed. If there is a water meter, or meters, on the Property, the Sellers agree that they shall at the Closing furnish a reading of same to a date not more than thirty (30) days prior to the Closing and the unfixed meter charges and the unfixed sewer rent thereon for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills.

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10.4Utility Charges. Gas, steam, electricity and other public utility charges (other than any such charges which are payable by Tenants of the Property pursuant to such Tenants’ Leases, for which no adjustment will be made) will be paid by the Sellers to the utility company prior to the Closing Date and by the Buyer from and after the Closing Date. The Sellers shall use commercially reasonable efforts to arrange for a final reading of all utility meters (covering gas, water, steam and electricity) as of the Closing, except meters the charges of which are payable by Tenants of the Property pursuant to such Tenants’ Leases directly to such utility company. The Sellers and the Buyer shall jointly execute a letter to each of such utility companies advising such utility companies of the termination of the Sellers’ responsibility for such charges for utilities furnished to the Property as of the date of the Closing and commencement of the Buyer’s responsibilities therefor from and after the Closing. The Buyer shall arrange for such service to be placed in the Buyer’s name after Closing. If a bill is obtained from any such utility company as of the Closing, the Sellers shall pay such bill on or before the Closing. If such bill shall not have been obtained on or before the Closing, the Sellers shall, upon receipt of such bill, pay all such utility charges as evidenced by such bill or bills pertaining to the period prior to the Closing, and the Buyer shall pay all such utility charges pertaining to the period thereafter. Any bill which shall be rendered which shall cover a period both before and after the date of Closing shall be apportioned between the Buyer and the Sellers as of the Closing.

10.5Contracts. Charges and payments under all Assumed Contracts shall be prorated on a cash basis as of the Closing Date.

10.6Miscellaneous Revenues. Revenues, if any, arising out of telephone booths, vending machines, parking, or other income producing agreements shall be prorated on a cash basis as of the Closing Date.

10.7Leasing Costs. The Sellers shall be responsible for all Leasing Costs that are payable by reason of (i) the execution of an “Existing Lease” (i.e., a Lease existing as of the date of this Agreement) prior to the date of this Agreement, (ii) the renewal, extension, expansion of, or the exercise of any other option under, an Existing Lease, prior to the date of this Agreement, and (iii) amendments of an Existing Lease entered into prior to the date of this Agreement. If the Closing occurs, the Buyer shall be responsible for all Leasing Costs (including commissions to the Sellers’ in-house leasing agents that are customary arms-length terms that would otherwise be negotiated with a third-party leasing agent) that become due and payable as a result of (1) any New Leases, (2) amendments entered into during the Interim Period in accordance with this Agreement to renew, extend, expand or otherwise amend Existing Leases or New Leases, or

(3) any renewals, extensions or expansions of, or the exercise of any other option under, Existing Leases or New Leases exercised by tenants during the Interim Period or on or after the Closing Date; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. In addition, the Buyer shall assume the economic effect of any “free rent” or other concessions pertaining to the period from and after the Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. If, as of the Closing Date, the Sellers shall have paid any Leasing Costs for which the Buyer is responsible

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pursuant to the foregoing provisions, the Buyer shall reimburse the Sellers therefor at Closing; provided, however, that Buyer shall have been provided the details of all such Leasing Costs prior to the Closing Date and approved the same in writing. The Sellers shall pay (or cause to be paid), prior to Closing, or credit the Buyer at Closing (to the extent unpaid) all Leasing Costs for which the Sellers are responsible pursuant to the foregoing provisions, and (subject to the reimbursement obligations set forth above), the Sellers shall pay (or cause to be paid) when due all Leasing Costs payable after the date of this Agreement and prior to Closing. Notwithstanding anything to the contrary, (a) the Buyer shall receive a credit at Closing for any unfunded contractual Leasing Costs and (b) the Sellers shall be responsible (and the Buyer shall not be responsible) for any leasing commissions or brokerage fees which become due and payable after the Closing pursuant to any leasing or brokerage agreement relating to the Properties, including the Leasing and Brokerage Agreements, except as specifically set forth in Section 3.3(g)(ii). In addition to the foregoing, at Closing, the Buyer shall be responsible (and shall reimburse the Sellers at Closing) for the leasing commissions, tenant improvement costs and concessions for the Leases and the amounts set forth on Schedule 3.3(g)(ii)attached hereto. For purposes hereof, the term “Interim Period” shall mean the period from the date of this Agreement until the Closing Date. On the Closing Date, the Sellers shall deliver to the Buyer all Lease Termination Payments received by or on behalf of the Sellers from and after the date hereof, except, however, the Buyer acknowledges approval of the Leases referenced on Schedule 3.3(g)(ii).

10.8Owners’ Association Assessments. If the Property is located in a business park which is governed by an Owners’ Association, reciprocal easement agreement, covenants, conditions and restrictions or similar property-related agreement, and the association or other applicable Person charges assessments with respect to the Property, then at the Closing (a) if such charges are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such charges allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such charges were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.9Ground Lease Rent. If the Property is subject to a Ground Lease where a Seller pays rent, then at the Closing (a) if such Ground Lease rents are payable after the Closing Date for a period before the Closing Date, the Sellers shall pay to the Buyer on the Closing Date an amount equal to the amount of such Ground Lease rents allocated to the period before the Closing Date, prorated on a per diem basis, and (b) if such Ground Lease rents were paid before the Closing Date for a period from and after the Closing Date, the Buyer shall pay to the Sellers an amount equal to the amount of such Ground Lease rents reasonably allocated to the period from, including and after the Closing Date, prorated on a per diem basis.

10.10General. Any other items of operating income or operating expense that are customarily apportioned between the parties in real estate closings of comparable commercial properties in the metropolitan area where the Property is located, as applicable, shall be apportioned in accordance with the customs of such metropolitan area where the Property is

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located; however, there will be no prorations for insurance premiums or payroll (because the Buyer is not acquiring or assuming the Sellers’ insurance or employment payroll obligations).

10.11 Re-Adjustment.

(a)In the event any prorations or apportionments made under this Article Xshall prove to be incorrect for any reason, then any party hereto shall be entitled to an adjustment to correct the same. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available.

(b)Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within one (1) year after Closing (subject to extension solely as necessary due to the unavailability of final information, but in no event to exceed eighteen (18) months after Closing).

(c)The obligations of the Sellers and the Buyer under this Article Xshall survive the Closing.

Article XI

SURVIVAL OF OBLIGATIONS; LIABILITY

11.1Liability of Sellers. From and after the Closing Date, subject to the provisions of Section 11.3below, the Sellers shall indemnify and hold harmless each of the Buyer, its affiliates, members and partners, and the partners, shareholders, officers, directors, employees, representatives and agents of each of the foregoing (collectively, “Buyer-Related Entities”) against, and reimburse any Buyer-Related Entity for, all losses, liabilities, claims, damages and expenses and all costs, fees, expenses, damages, deficiencies, interest and penalties (including reasonable attorneys’ fees and disbursements) in connection therewith (“Losses”) suffered or incurred by any such Buyer-Related Entity, arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Sellers in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Sellers pursuant to in this Agreement or the Closing Documents; and (c) any Retained Liabilities.

11.2Liability of Buyer. From and after the Closing Date, the Buyer shall indemnify and hold harmless each of the Seller and the Sellers’ Related Entities against, and reimburse any Sellers’ Related Entity for, all Losses suffered or incurred by any such Sellers’ Related Entity arising out of, or in any way relating to: (a) the failure of any representations or warranties made by the Buyer in this Agreement or any Closing Document to be true and correct as of the Closing Date (except to the extent such representations and warranties relate to a specific date, in which

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case, the failure of such representations and warranties to be true and correct as of such specific date), other than any breach or inaccuracy in respect of which an adjustment to the Gross Asset Value was made pursuant to Article X; (b) any breach of, default under or failure to perform any obligation or covenant made or to be performed by the Buyer pursuant to in this Agreement or the Closing Documents; (c) except for claims with respect to which the Sellers are obligated to indemnify the Buyer-Related Entities pursuant to Section 11.1, the business or operations of the Transferred Assets or the ownership or operation of the Transferred Assets after the Closing, and

(d)any Assumed Liabilities (collectively, clauses (c)and (d)above shall be referred to herein as the “Buyer Specific Indemnification”), it being understood that the Buyer Specific Indemnification shall survive all Closings hereunder indefinitely.

11.3Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed

$1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

11.4 Survival.

(a)Except as otherwise set forth in this Agreement, the rights of the parties hereto to indemnification under this Agreement with respect to any breach or inaccuracy of the representations and warranties of the Sellers and the Buyer contained in this Agreement and the Closing Documents shall survive until the twelve (12) month anniversary of the Closing Date.

(b) The rights of the parties hereto to indemnification under this Agreement

(i) with respect to any breach of or default under any covenant or other agreement contained in this Agreement that by its nature is required to be performed at or prior to the Closing, shall not survive the Closing, and (ii) with respect to any covenant or other agreement contained in this Agreement that, by its terms, is to have effect after the Closing, shall survive the Closing for the period contemplated by such obligation or covenant, or, if no period is contemplated, shall survive indefinitely.

11.5 Notification of Claims.

(a)Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify

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the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XIexcept to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a).

(b)Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a)with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim.

(c)The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; providedthat (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

11.6Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

11.7 Additional Indemnification Provisions.

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(a)With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.

(b)Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).

11.8Exclusive Remedies. Except as otherwise expressly set forth in this Agreement, and except as to fraud, following the Closing, the indemnification provisions of this Article XIshall be the sole and exclusive remedies of any Sellers’ Related Entities and any Buyer-Related Entities, respectively, for any Losses (including any Losses from claims for breach of contract, warranty, tortious conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise) that it may at any time suffer or incur, or become subject to, as a result of, or in connection with, any breach of or inaccuracy with respect to any representation or warranty set forth in this Agreement by the Buyer or the Sellers, respectively, or any breach or failure by the Buyer or the Sellers, respectively, to perform or comply with any obligation or covenant set forth herein. Without limiting the generality of the foregoing, the parties hereto hereby irrevocably waive any right of rescission they may otherwise have or to which they may become entitled.

Article XII

TAX CERTIORARI PROCEEDINGS

12.1Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.

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12.2Application of Refunds or Savings. Any refunds or savings in the payment of Taxes resulting from such Tax reduction proceedings shall be applied first to reimburse the parties for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings. Remaining refunds or savings shall belong to and be the property of the Sellers if relating to Taxes payable in years prior to the Closing Year and shall be allocated between the parties based on their periods of ownership if relating to Taxes payable in the Closing Year. Notwithstanding the foregoing, if any refund related to the Closing Year or any prior year creates an obligation to reimburse any Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant), then (a) if such refund is received by a Seller, such Seller shall, subject to the Buyer’s reasonable approval of such Seller’s calculations, pay the Buyer the aggregate amount of such reimbursement obligation for disbursement to such Tenants, and (b) if such refund is received by the Buyer, the Buyer shall first reimburse the Sellers for their reasonable third-party out of pocket costs and expenses in prosecuting such proceedings, and then, subject to the Seller’s reasonable approval of the Buyer’s calculations, (i) disburse the aggregate amount of such required reimbursement obligation to such Tenants, and (ii) pay the balance of such refund to the Sellers to be allocated and disbursed in accordance with the second sentence of this Section 12.2. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings (except to the extent paid directly by and reimbursable to the Sellers or the Buyer set forth above) shall be apportioned between the Sellers and the Buyer in proportion to the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither the Sellers nor the Buyer shall have any liability for any such fees or expenses in excess of the refund or savings paid to such party unless such party initiated such proceeding.

12.3 Survival. The provisions of this Article XII shall survive the Closing.

Article XIII

DEFAULT

13.1Buyer Default.

(a)This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being

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satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; providedthat the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i)if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.1(a),

(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.1(c).

(c)In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is held in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Sellers or (ii) to the extent the Earnest Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Earnest Money is a reasonable approximation thereof. Accordingly, the Earnest Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

13.2 Seller Default.

(a)This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:

(i)(A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or

(B) the Sellers shall have breached any representation or warranty or failed to comply with any

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obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; providedthat the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i)if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or

(ii)a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.

(b) In the event this Agreement is terminated pursuant to Section 13.2(a),

(i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a)of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and

(B) as set forth in Section 13.2(c)and (d).

(c)Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d)below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money (together with interest thereon) to the Buyer, or (ii) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination (including those set forth in Section 13.2(d)).

(d)Notwithstanding the foregoing, in addition to terminating this Agreement and receiving the Earnest Money, the Buyer shall be entitled to reimbursement of its actual out- of-pocket expenses incurred in negotiating this Agreement and conducting due diligence activities contemplated hereunder and arranging for and documenting any financing, including any lender commitment fees, if any (not to exceed $7,500,000 in the aggregate under this Agreement and the Other PSAs, combined). This reimbursement shall not apply if the Buyer succeeds in an action to cause specific performance as provided in Section 13.2(e). The provisions of this Section 13.2(d)shall survive the termination of this Agreement.

(e)In lieu of terminating this Agreement pursuant to Section 13.2(a), the Buyer may specifically enforce the terms and provisions of this Agreement (but, if such specific performance is elected, no other action (for damages or otherwise) shall be permitted so long as such specific performance is granted to the Buyer); providedthat any action by the Buyer for specific performance must be filed, if at all, within forty-five (45) days of the Other PSA Assets Closing Date, as may be extended, and the failure to file within such period shall constitute a waiver by the Buyer of such right and remedy. If the Buyer shall not have filed an action for

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specific performance within the aforementioned time period or so notified the Sellers of its election to terminate this Agreement, the Buyer’s sole remedy for the Sellers’ default shall be to terminate this Agreement as set forth above, to receive its Earnest Money, and to be reimbursed for its expenses as set forth in Section 13.2(d).

13.3Material Defects Arising Prior to the Initial Closing. In the event the aggregate amount of the Allocated Asset Value for the Transferred Assets and Other PSA Assets removed from the terms of this Agreement and the Other PSAs pursuant to Section 8.5and/or Section 8.6of this Agreement and of the Other PSAs is equal to or in excess of $500,000,000 (in the aggregate under this Agreement and the Other PSAs, combined), then, at any time prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing” under any Other PSA, each of the Sellers and the Buyer shall have a right to terminate this Agreement as to all Transferred Assets (provided, however, that if either such party terminates this Agreement pursuant to this Section 13.3, then such party shall be required to terminate each Other PSA pursuant to Section 13.3of each Other PSA), in which event the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (a) to the extent the Earnest Money is in the form of immediately available wired funds, disburse the Earnest Money to the Buyer, or (b) to the extent the Earnest Money is in the form of a letter of credit, return such letter of credit to the Buyer, this Agreement shall be deemed terminated and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive such termination (including Section 13.2(d)). Nothing contained in this Section 13.3shall in any way limit the other rights and remedies of the Sellers or the Buyer pursuant to this Agreement, including pursuant to Section 13.1or Section 13.2above. This Section 13.3shall be of no further force or effect following the Other PSA Assets Closing.

13.4 [Reserved]

13.5 Limitation on Sellers’ Liability.

(a)No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

(b)The provisions of this Section 13.5shall survive all Closings hereunder or sooner termination of this Agreement.

13.6 Limitation on Buyer’s Liability

(a)No partner, member, employee, shareholder or agent of the Buyer, nor any Buyer-Related Entities, shall have any personal liability, directly or indirectly, under or in

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connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Sellers and their respective successors and assigns and, without limitation, all other persons and entities, shall look solely to the Buyer’s assets for the payment of any claim or for any performance, and the Sellers, on behalf of themselves and their successors and assigns, hereby waive any and all such personal liability.

(b)The provisions of this Section 13.6shall survive all Closings hereunder or sooner termination of this Agreement.

14.1Use of Duke Name.

Article XIV

MISCELLANEOUS

(a)The Buyer hereby acknowledges and agrees that neither the Buyer nor any affiliate, successor, assignee or designee of the Buyer shall be entitled to use the names “Duke Realty”, “Duke”, “BremnerDuke” or any mark thereof, or any Seller’s name or mark (collectively, the “Duke Names and Marks”), in any way whatsoever, except to the extent permitted under this Agreement.

(b)The Buyer and its Affiliates shall (i) immediately upon the Closing Date cease all use of any of the Duke Names and Marks on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature, (ii) promptly, and in any event no later than sixty (60) days after the Closing Date, complete the removal of the Duke Names and Marks from all marketing and promotional brochures and (iii) with respect to Transferred Assets bearing any Duke Names and Marks, use their commercially reasonable efforts to re-label such Transferred Assets or remove such Duke Names and Marks from such Transferred Assets as promptly as practicable, and in any event no later than six (6) months after the Closing Date.

(c)The Buyer, for itself and its Affiliates, agrees that after the Closing Date the Buyer and its Affiliates (i) will not expressly, or by implication, do business as or represent themselves as the Sellers or their Affiliates, (ii) with respect to assets managed, operated or leased after the Closing Date, will represent in writing to the owners or lessors of such assets that such assets are those of the Buyer and its Affiliates and not those of the Sellers and their Affiliates and (iii) will cooperate with the Sellers or any of their Affiliates in terminating any contracts pursuant to which any Seller licenses any Duke Names and Marks to customers. The Buyer and its Affiliates shall use commercially reasonable efforts to ensure that other users of any Duke Names and Marks, whose rights terminate upon the Closing pursuant to this Section 14.1, shall cease use of the Duke Names and Marks, except as expressly authorized thereafter by Sellers.

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(d)The Buyer, for itself and its Affiliates, acknowledges and agrees that, except to the extent expressly provided in this Section 14.1, neither the Buyer nor any of its Affiliates shall have any rights in any of the Duke Names and Marks and neither the Buyer nor any of its Affiliates shall contest the ownership or validity of any rights of the Sellers or any of their Affiliates in or to any of the Duke Names and Marks.

14.2Joint and Several Liability. Each Seller who is a party as a Seller to this Agreement (“Seller Party”) shall be jointly and severally liable for all of the obligations and liabilities of such Seller (and each other Seller) under this Agreement. Without limiting the generality of the foregoing, (i) each reference herein to the Seller shall also be deemed to refer to each Seller Party, (ii) references in this Agreement to the phrase “received by the Sellers” (or words of similar import) shall mean received by any Seller Party, (iii) references in this Agreement to the phrase “given by the Sellers” (or words of similar import) shall mean given by any Seller Party, and (iv) references in this Agreement to the phrase “in the possession of the Sellers” (or words of similar import) shall mean the possession of any Seller Party. Each Seller Party hereby irrevocably appoints Duke Realty Limited Partnership (the “Seller Agent”) to act as an agent for the Sellers (and for each Seller Party individually) in connection with all actions to be taken by the Sellers and/or a Seller Party in connection with this Agreement (including giving and receiving notices, granting or denying of consents, and accepting payments to be made to the Sellers under this Agreement). Accordingly (and without limiting the generality of the foregoing), (i) if the Buyer pays any amounts in connection with this Agreement to the Seller Agent (including the Cash Consideration Amount), then the same shall be deemed duly paid to the Seller (and thus to all of the Seller Parties) for all purposes of this Agreement; (ii) any consent, approval, waiver or other notice given by the Seller Agent to the Buyer shall be deemed to have been given by, and shall be binding on, the Seller (and thus all of the Seller Parties) for all purposes of this Agreement, and the Buyer shall have the right to rely on any such consent, approval or other notice so given; (iii) any claim or election by the Seller Agent to the Buyer shall be deemed a claim or election by all of the Sellers and shall be binding on all Sellers, and the Buyer shall have the right to rely thereon, and no duplicative claims shall be asserted;

(iv) any notice given by the Buyer to the Seller Agent shall be deemed to have been given to the Seller (and thus all of the Seller Parties) for all purposes of this Agreement; and (v) each Seller Party hereby irrevocably appoints the Seller Agent as the agent for the service of process on the Seller (and thus all of the Seller Parties). Notwithstanding the foregoing, the Buyer may insist that any action (such as the execution of a deed or other closing documents) that is required to be taken by the Sellers or any individual Seller Party pursuant to this Agreement actually be taken by the Seller (and thus all of the Seller Parties) or such individual Seller Party, as the case may be (rather than by the Seller Agent acting as agent therefor). The provisions of this Section 14.2shall survive all Closings hereunder.

14.3 Brokers.

(a)Each Seller represents and warrants to the Buyer that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, other than the brokers identified on Schedule 14.3, and the Seller shall be

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responsible for paying any commissions or other amounts due such brokers. Each Seller agrees to indemnify, protect, defend and hold the Buyer harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Sellers’ breach of the foregoing representation in this Section 14.3(a). The provisions of this Section 14.3(a)shall survive all Closings hereunder and any termination of this Agreement.

(b)The Buyer represents and warrants to the Sellers that it has dealt with no broker, salesman, finder or consultant with respect to this Agreement or the transactions contemplated hereby, except for brokers employed by the Sellers (which shall be paid by the Sellers in accordance with Section 14.3(a)). The Buyer agrees to indemnify, protect, defend and hold the Sellers harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and disbursements) and charges resulting from the Buyer’s breach of the foregoing representation in this Section 14.3(b). The provisions of this Section 14.3(b)shall survive all Closings hereunder and any termination of this Agreement.

14.4 Confidentiality; Press Release; IRS Reporting Requirements.

(a)From and after the date of this Agreement, neither the Buyer nor any Seller shall disclose the terms of this transaction, either before or after Closing, except that this general prohibition shall not prevent (i) Sellers and the Buyer from releasing a joint press release concerning the sale of the Transferred Assets pursuant to Section 14.4(b)below, and (ii) any party from disclosing any matters set forth in this Agreement, or any of the terms and provisions of this Agreement, if and to the extent that such disclosure is required by New York Stock Exchange regulation or Applicable Law or a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, including the U.S. Securities and Exchange Commission. The parties hereto agree not to disclose the individual prices of each Transferred Asset to the extent legally permissible. No provision of this Section 14.4(a)will be construed to prohibit (1) disclosures to appropriate authorities of such information as may be legally required for federal securities, Tax, accounting, or other reporting purposes or other Applicable Law,

(2) confidential disclosures to Affiliates of either any Seller or the Buyer, (3) disclosures required in connection with legal proceedings to enforce the terms and provisions of this Agreement, (4) disclosures by any Seller or the Buyer in connection with the satisfaction of any condition precedent to the Closing, (5) disclosures of matters of which there is public knowledge other than as a result of disclosures made in breach hereof, (6) disclosure to the officers, employees, agents, contractors, attorneys, accountants, advisors and consultants of the parties on a need-to-know basis, and (7) disclosures to current and prospective lenders, partners, members, investors and stockholders of the Buyer and its Affiliates; providedthat the Buyer shall advise each such Person of the confidential nature of such information and that such Persons agree to maintain the confidentiality thereof.

(b)The Sellers or the Buyer may issue a press release with respect to this Agreement and the transactions contemplated hereby; providedthat the content of any such press

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release shall be subject to the prior written consent of the other party hereto if issued within six (6) months of the Closing Date.

(c)For the purpose of complying with any information reporting requirements or other rules and regulations of the IRS that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement, including any requirements set forth in Income Tax Regulation Section 1.6045-4 and any successor version thereof (collectively, the “IRS Reporting Requirements”), the Sellers and the Buyer hereby designate and appoint the Escrow Agent to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. The Escrow Agent hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Agreement. Without limiting the responsibility and obligations of the Escrow Agent as the Reporting Person, the Sellers and the Buyer hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person.

14.5 Escrow Provisions.

(a)The Escrow Agent shall hold the Earnest Money, to the extent such Earnest Money is in the form of immediately available wired funds, in escrow in an interest- bearing bank account at First American Trust, FFB (the “Escrow Account”).

(b)The Escrow Agent shall hold the Earnest Money in escrow in the Escrow Account until the Closing or any other sooner termination of this Agreement and shall hold or apply such proceeds in accordance with the terms of this Section 14.5(b). The Sellers and the Buyer understand that no interest is earned on the Earnest Money during the time it takes to transfer into and out of the Escrow Account. At the Closing, a pro rata portion (subject to Section 2.3) of the Earnest Money shall be paid by the Escrow Agent to, or at the direction of, the Sellers. If the Closing does not occur as a result of a termination of this Agreement pursuant to Section 13.1(a)(ii), Section 13.2(a)(i)or Section 13.2(a)(ii), the Earnest Money, together with all interest earned thereon, shall be returned to the Buyer. If the Closing does not occur for any other reason and either party makes a written demand upon the Escrow Agent for payment of such amount, the Escrow Agent shall, within twenty-four (24) hours, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow Agent does receive such written objection within such

five (5) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold such amount until otherwise directed by joint written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, the Escrow Agent shall have the right at any time to deposit the Earnest Money with the clerk of the court of Hamilton County, Indiana. The Escrow Agent shall give written notice of such deposit to the Sellers and the Buyer. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.

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(c)The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. The Sellers and the Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s duties hereunder.

(d)The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of the Sellers and the Buyer.

14.6Successors and Assigns; No Third-Party Beneficiaries. The stipulations, terms, covenants and agreements contained in this Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective permitted successors and assigns (including any successor entity after a public offering of stock, merger, consolidation, purchase or other similar transaction involving a party hereto) and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns or designees, any legal or equitable rights hereunder.

14.7Assignment. This Agreement may not be assigned by the Buyer without the prior written consent of the Sellers, which consent may be granted or withheld in the Sellers’ sole discretion. Notwithstanding the foregoing, (i) the Buyer may assign this Agreement to one or more (a) direct or indirect subsidiaries of the Buyer or any Affiliate of the Buyer in which the Buyer or the Buyer’s Affiliate owns at least fifty percent (50%) of the direct or indirect ownership interests in each such subsidiary or (b) Affiliates of the Buyer (as applicable, a “Majority Owned or Controlled Entity”) and (ii) the Buyer may designate one or more Majority Owned or Controlled Entities to which one or more of the Transferred Assets will be assigned at the Closing (each, a “Designated Subsidiary”). Notwithstanding anything in this Agreement to the contrary, at any time prior to the Closing, any Seller may transfer any Transferred Asset to a single purpose entity that is directly or indirectly wholly owned by such Seller or one of its Affiliates, and such single purpose entity shall be deemed a “Seller” for all purposes under this Agreement and the Closing Documents, as applicable.

14.8Further Assurances. From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement (including (i) transferring back to the Sellers any asset or liability not contemplated by this Agreement or any Closing Document to be a Transferred Asset or an Assumed Liability, respectively, which asset or liability was transferred to the Buyer or one of its Affiliates at the Closing and (ii) transferring to the Buyer (and having the Buyer assume) any asset or liability contemplated by this Agreement or any Closing Document to be a

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Transferred Asset or an Assumed Liability, respectively, which was not transferred to the Buyer or one of its Affiliates at the Closing).

14.9Notices. All notices, demands, consents, approvals, requests or other communications made pursuant to, under or by virtue of this Agreement must be in writing and shall be (i) personally delivered, (ii) delivered by express mail, Federal Express or other comparable overnight courier service, (iii) transmitted by e-mail to the appropriate e-mail address listed below, so long as such e-mail or attached correspondence thereto expressly identifies in the subject line in ALL CAPITAL LETTERS that such correspondence constitutes an official notice pursuant to this Section 14.9; providedthat, except with respect to notices in connection with New Leases and new contracts pursuant to Section 3.3(c)and Section 3.3(d), a copy is sent the same day by messenger or by Federal Express or other recognized overnight delivery service, or (iv) mailed to the party to which the notice, demand, consent, approval, request or other communication is being made by certified or registered mail, postage prepaid, return receipt requested, as follows:

(a) To any Seller:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Nick Anthony

Email: nick.anthony@dukerealty.com with copies thereof to:

Duke Realty Corporation

600 East 96th Street, Suite 100

Indianapolis, IN 46240 Attention: Ann Dee

Email: ann.dee@dukerealty.com and to:

Hogan Lovells US LLP 555 Thirteenth Street NW Washington, DC 20004 Attention: David Bonser

Stacey McEvoy

Email: david.bonser@hoganlovells.comstacey.mcevoy@hoganlovells.com

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(b) To the Buyer:

HTA Acquisition Sub, LLC

c/o Healthcare Trust of America, Inc. 16435 North Scottsdale Road, Suite 320

Scottsdale, AZ 85254

Attention:    Mr. Scott D Peters

cc: Mr. Robert A Milligan Email: scottpeters@htareit.com

robertmilligan@htareit.com with copies thereof to:

O’Melveny & Myers LLP

Two Embarcadero Center, 28th Floor

San Francisco, CA 94111-3823 Attention: Peter T. Healy, Esq.

Email: phealy@omm.com

(c) To the Escrow Agent:

First American Title Insurance Company 30 North LaSalle Street, Suite 2700

Chicago, Illinois 60602 Attention: Steve Zellinger Email: szellinger@firstam.com

All notices (i) shall be deemed to have been given on the date that the same shall have been delivered in accordance with the provisions of this Section 14.9and (ii) may be given either by a party or by such party’s attorneys. Any party may, from time to time, specify as its address for purposes of this Agreement any other address upon the giving of five (5) days’ prior notice thereof to the other parties.

14.10Entire Agreement. This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of the parties hereto.

14.11Amendments. This Agreement may not be amended, modified, supplemented or terminated, nor may any of the obligations of the Sellers or the Buyer hereunder be waived, except by written agreement executed by the party or parties to be charged.

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14.12No Waiver. No waiver by either party of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

14.13Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware unless such dispute relates to real property, then the laws and jurisdiction of the location of such real property shall govern. To the fullest extent permitted by law, the parties hereby unconditionally and irrevocably waive and release any claim that the law of any other jurisdiction governs this Agreement and this Agreement shall be governed and construed with the laws of the State of Indiana.

14.14Submission to Jurisdiction. To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Buyer and each Seller further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Indiana with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Buyer and each Seller irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

14.15Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.16Section Headings. The headings of the various Sections of this Agreement have been inserted only for purposes of convenience, are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement.

14.17Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

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14.18Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

14.19Recordation. Neither this Agreement nor any memorandum or notice of this Agreement may be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 14.19shall survive all Closings hereunder or any termination of this Agreement.

14.20Exclusivity. During the term of this Agreement, neither the Sellers nor their Affiliates, agents, representatives or employees shall solicit, authorize the solicitation of, or enter into any agreement or discussions with any third party concerning any offer or possible offer for a third party to acquire, finance, refinance the Transferred Assets, the Properties or any interest therein (whether debt or equity, directly or indirectly) or with respect to any similar transaction except as may be required under the ROFO Documents or the ROFR Documents.

14.21Attorney’s Fees. In the event that either party shall bring an action or legal proceeding for an alleged breach of any provision of this Agreement or any representation, warranty, covenant or agreement herein set forth, or to enforce, protect, determine or establish any term, covenant or provision of this Agreement or the rights hereunder of either party, the prevailing party shall be entitled to recover from the non-prevailing party, as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs, expert witness fees and court costs as may be fixed by the court or jury.

14.22Like Kind Exchange. Each of the parties hereto agrees to cooperate with the other in effecting one or more I.R.C. § 1031 exchanges with respect to any one or more of the Properties which are the subject of this Agreement, including executing and delivering any and all documents required by one or more exchange trustees, qualified intermediaries or exchange accommodations title holders retained by the party seeking to effect such exchange or exchanges including, for the avoidance of doubt, an assignment (in whole or in part) of such party’s right under this Agreement; provided, however, that the cooperating party shall not be obligated to incur any liability, cost, expense, delay or other detriment (in each case as determined by the cooperating party in its sole discretion) in connection with the implementation of such an exchange or exchanges.

14.23Disclosure. Notwithstanding any terms or conditions in this Agreement to the contrary, but subject to restrictions reasonably necessary to comply with federal or state securities laws, any person may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transaction and all materials of any kind (including opinions or other Tax analyses) that are provided relating to such Tax treatment and Tax structure. For the avoidance of doubt, this authorization does not permit disclosure of the names of, or other identifying information regarding, the participants in the transaction, or of any information or the portion of any materials not relevant to the Tax treatment or Tax structure of

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the transaction including specific economic terms of this Agreement. The provisions of this Section 14.23shall survive all Closings hereunder.

14.24Waiver of Trial by Jury. The Sellers and the Buyer hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to, this Agreement. The provisions of this Section 14.24shall survive all Closings hereunder or termination hereof.

14.25Date for Performance. If the time period by which any right, option or election provided under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time period shall be automatically extended through the close of business on the next regularly scheduled Business Day.

14.26Time of the Essence. Time shall be of the essence of this Agreement and each and every term and condition hereof.

14.27 [Reserved]

14.28Excluded Assets. Notwithstanding anything in this Agreement to the contrary, in the event (x) any Ground Lessor or Tenant exercises any of its Lease Options or (y) any Transferred Asset becomes an Excluded Asset pursuant to Section 8.5 or Section 8.6 (each, an “Exclusion Event”), then this Agreement will be deemed amended, without any further action on the part of the Buyer or the Sellers, with respect to the Transferred Assets associated with each such Exclusion Event (each, an “Excluded Asset”) as follows:

(a)the Excluded Assets shall be removed from the definition of Transferred Assets and all references to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted;

(b)such Excluded Assets will not be transferred to the Buyer and the obligations of the Buyer and the Sellers with respect to the Closing shall not apply to such Excluded Assets;

(c)the Sellers will not make any representation or warranty with respect to such Excluded Assets as of the Closing Date;

(d)the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for such Excluded Assets; and

(e)The Sellers will not have any obligation to transfer to the Buyer, and the Buyer will not have any right to acquire, such Excluded Assets.

14.29 [Reserved]

14.30 [Reserved]

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14.31 Tenant Improvements Under Construction.

(a)Certain of the Transferred Assets have tenant improvement work under construction as set forth on Schedule 3.2(c)(i)(each, a “TI Job Under Construction”, and collectively, the “TI Jobs Under Construction”), which schedule shows the amount of the tenant allowances and indicates which leases contain adjustments of Fixed Rent. Pursuant to Section 10.7, the Sellers have agreed to either pay or credit the Buyer for all Leasing Costs payable under any Existing Leases under the circumstances described in the first sentence of Section 10.7, which Leasing Costs may include tenant allowance and construction costs. From and after the Closing: (i) the Buyer agrees to fund all construction costs in connection with TI Jobs Under Construction; (ii) the Sellers agree to assign to the Buyer, and the Buyer agrees to assume, all of the construction Contracts in connection with the TI Jobs Under Construction; and

(iii) the Buyer agrees that, notwithstanding the obligations of the Sellers under Section 8.8, the Buyer will deliver to the Title Company a title affidavit certifying the TI Jobs Under Construction and indemnifying the Title Company for Liens arising from the TI Jobs Under Construction; and (iv) the Sellers agree to allow the Buyer to seek to obtain prior to the Closing estoppel certificates from each such counterparty to the contracts governing all such TI Jobs Under Construction to the effect that such contracts are in full force and effect, there are no defaults thereunder, and the contractor has been paid by the Sellers for all bills rendered through the Closing (it being understood and agreed that this right in favor of the Buyer shall not constitute a closing condition hereunder).

(b) [Reserved]

14.32 Preservation of Books and Records.

(a)The Sellers and their Affiliates shall have the right to make and retain copies (at their sole expense) of all books and records relating to the Transferred Assets for the periods ending on or before the Closing Date. The Buyer agrees that it shall preserve and keep all original books and records in respect of the Transferred Assets in the possession or control of the Buyer or its Affiliates for at least the longer of (i) any applicable statute of limitations and

(ii) a period of six (6) years from the Closing Date. The Sellers and their Affiliates shall also have the right to retain all original IRS Forms W-8 and W-9 in respect of the Transferred Assets relating to periods ending on or before the Closing Date.

(b)During such six (6)-year or longer period, (i) representatives of the Sellers and their Affiliates shall, upon reasonable notice and for any reasonable business purpose, have access during normal business hours to confidentially examine, inspect and copy such books and records and (ii) the Buyer shall provide to the Sellers or their Affiliates access to such books and records relating to the Transferred Assets as the Sellers or their Affiliates shall reasonably request in connection with any action, suit, arbitration, proceeding or investigation to which a Seller or any of its Affiliates are parties or in connection with the requirements of any Applicable Law applicable to a Seller or any of its Affiliates. The Sellers or their Affiliates, as applicable, shall return such original books and records to the Buyer or such Affiliate of the Buyer as soon

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as such books and records are no longer needed in connection with the circumstances described in the immediately preceding sentence.

(c)After such six (6)-year or longer period, before the Buyer or any Affiliate of the Buyer shall dispose of any of such books and records, the Buyer shall give at least ninety

(90) days’ prior written notice of such intention to dispose to the Sellers, and the Sellers or any of their Affiliates shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as it may elect.

14.33 [Reserved]

14.34 [Reserved]

14.35 [Reserved]

14.36Interpretation. Unless expressly provided otherwise in this Agreement, or unless the context requires otherwise:

(a)the term “party” when used in this Agreement means a party to this

Agreement;

(b) references to any Person (including any party hereto) includes such

Person’s successors and permitted assigns;

(c)if any action is to be taken by any party pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(d)the terms “include”, “includes” and “including” when used herein shall be deemed to be following by the phrase “without limitation” unless such phrase otherwise appears; and

(e)the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

SELLERS:

DUKE REALTY FAIRFAX    MOB, LLC, a

Delaware limited liability company

By: Duke Realty Limited Partnership, an Indiana limited partnership, its sole member

By: Duke Realty Corporation, an Indiana corporation, its general partner

By:/s/ Nicholas C. Anthony

Nicholas C. Anthony

Executive Vice President,

Chief Investment Officer

[Signatures are continued on the following page.]

S-1

Agreement of Purchase and Sale (Pool XVI)

BUYER:

HTA ACQUISITION SUB, LLC,

a Delaware limited liability company

By:/s/ Scott D. Peters

NAME: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

GUARANTEE

The undersigned (the "Guarantor"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably and unconditionally guarantees

(a)the payment when due of all amounts payable by the Buyer to the Sellers under or pursuant to this Agreement or any Closing Document to which the Buyer is a party, and (b) the performance when due of the Buyer's obligations under or pursuant to this Agreement or any Closing Document to which the Buyer is a party (each, a "Guaranteed Obligation" and collectively, the "Guaranteed Obligations"). The Guarantor hereby agrees to reimburse the Sellers for all reasonable third party costs and expenses incurred by any such Seller in connection with the enforcement of this Guarantee, including reasonable attorneys' fees.

The Guarantor hereby agrees to be bound by, and shall stand behind, the covenants and other obligations made by the Buyer hereunder as if the undersigned executed this Agreement with respect to the obligations of the Buyer. This Guarantee is an unconditional guaranty of payment, not collection, and is in no way conditioned upon any requirement that the Sellers first attempt to collect any amounts from the Buyer or resort to any security or other means of collecting payment. A separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Buyer or any other Person or whether the Buyer or any other Person are joined in any such action or actions. All payments under this Guarantee shall be made in lawful money of the United States, in immediately available funds. The Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

The Sellers shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that the Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guarantor to so file shall not affect the Guarantor's obligations hereunder. In the event that any payment to the Sellers in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Buyer for any reason whatsoever (except pursuant to the Buyer's remedies under this Agreement), the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made. The Guarantor reserves the right to assert defenses which the Buyer may have to payment of any Guaranteed Obligation.

The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Sellers upon this Guarantee or acceptance of this Guarantee and of the Guaranteed Obligations.

The Guarantor represents and warrants to the Sellers it has the requisite power to execute and deliver this Guarantee and to perform its obligations under it and has taken all action necessary to authorize such execution and delivery and the performance of such obligations.

This Guarantee constitutes the Guarantor's legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights and by general principles of equity (whether applied in a proceeding at law or in equity). The execution and delivery by the Guarantor of this Guarantee and the performance of its obligations under it do not and will not (i) conflict with or result in any violation of the Guarantor's organizational documents, (ii) conflict with or result in a breach of any of the terms and conditions of, or constitute a default under, any agreement, arrangement, understanding, accord, document or instrument by which the Guarantor is bound, or (iii) violate any existing term or provision of any order, writ, judgment, injunction, decree, law, or regulation applicable to the Guarantor or any of its assets. All authorizations from, and all notices or filings with, any Governmental Authority that are necessary to enable the Guarantor to execute, deliver and perform its obligations under this Guarantee have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorizations have been complied with.

GUARANTOR

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP,

a Delaware limited partnership

By: Healthcare Trust of America, Inc., its

By: /s/ Scott D. Peters

Name: Scott D. Peters

Title: Chief Executive Officer, President and Chairman

JOINDER BY ESCROW AGENT

First American Title Insurance Company National Commercial Services, Chicago, Illinois, referred to in this Agreement as the '"Escrow Agent," hereby acknowledges that it received this Agreement executed by the Sellers and the Buyer as of the 29th day of April, 2017, and accepts the obligations of the Escrow Agent as set forth herein. Escrow Agent further acknowledges that it received the Earnest Money on the _ day of    , 2017. The Escrow Agent hereby agrees to hold and distribute the Earnest Money in accordance with the terms and provisions of the Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL SERVICES

By:    

Name:

Title:

EX-31.1

Exhibit 31.1

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Scott D. Peters, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Healthcare Trust of America, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Scott D. Peters
	Scott D. Peters
	Chief Executive Officer, President and Chairman

Date: August 1, 2017

EX-31.2

Exhibit 31.2

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert A. Milligan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Healthcare Trust of America, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Robert A. Milligan
	Robert A. Milligan
	Chief Financial Officer

Date: August 1, 2017

EX-31.3

Exhibit 31.3

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Scott D. Peters, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Healthcare Trust of America Holdings, LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Scott D. Peters
	Scott D. Peters
	Chief Executive Officer, President and Chairman of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP

Date: August 1, 2017

EX-31.4

Exhibit 31.4

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert A. Milligan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Healthcare Trust of America Holdings, LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Robert A. Milligan
	Robert A. Milligan
	Chief Financial Officer of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP

Date: August 1, 2017

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Healthcare Trust of America, Inc., or the Company, for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Scott D. Peters, Chief Executive Officer, President and Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Scott D. Peters
	Scott D. Peters
	Chief Executive Officer, President and Chairman

Date: August 1, 2017

A signed original of this written statement required by Section 906 has been provided to Healthcare Trust of America, Inc. and will be retained by Healthcare Trust of America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Healthcare Trust of America, Inc., or the Company, for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Robert A. Milligan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Robert A. Milligan
	Robert A. Milligan
	Chief Financial Officer

Date: August 1, 2017

A signed original of this written statement required by Section 906 has been provided to Healthcare Trust of America, Inc. and will be retained by Healthcare Trust of America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.3

Exhibit 32.3

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Healthcare Trust of America Holdings, LP, or the Company, for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Scott D. Peters, Chief Executive Officer, President and Chairman of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Scott D. Peters
	Scott D. Peters
	Chief Executive Officer, President and Chairman of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP

Date: August 1, 2017

A signed original of this written statement required by Section 906 has been provided to Healthcare Trust of America, Inc. and will be retained by Healthcare Trust of America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.4

Exhibit 32.4

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Healthcare Trust of America Holdings, LP, or the Company, for the quarter ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Robert A. Milligan, Chief Financial Officer of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Robert A. Milligan
	Robert A. Milligan
	Chief Financial Officer of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP

Date: August 1, 2017

A signed original of this written statement required by Section 906 has been provided to Healthcare Trust of America, Inc. and will be retained by Healthcare Trust of America, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 26, 2017
Entity Information [Line Items]
Entity Registrant Name	HEALTHCARE TRUST OF AMERICA, INC.
Entity Central Index Key	0001360604
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		200,671,340
Healthcare Trust of America Holdings, LP (HTALP)
Entity Information [Line Items]
Entity Registrant Name	Healthcare Trust of America Holdings, LP
Entity Central Index Key	0001495491
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Real estate investments:
Land	$ 461,340	$ 386,526
Building and improvements	5,699,968	3,466,516
Lease intangibles	635,330	467,571
Construction in progress	251	0
Real estate investments, gross	6,796,889	4,320,613
Accumulated depreciation and amortization	(907,728)	(817,593)
Real estate investments, net	5,889,161	3,503,020
Investment in unconsolidated joint venture	68,901	0
Cash and cash equivalents	91,444	11,231
Restricted cash and escrow deposits	33,176	13,814
Receivables and other assets, net	175,340	173,461
Other intangibles, net	108,736	46,318
Total assets	6,366,758	3,747,844
Liabilities:
Debt	2,784,162	1,768,905
Accounts payable and accrued liabilities	135,214	105,034
Derivative financial instruments - interest rate swaps	1,569	1,920
Security deposits, prepaid rent and other liabilities	55,286	49,859
Intangible liabilities, net	78,779	37,056
Total liabilities	3,055,010	1,962,774
Commitments and contingencies
Redeemable noncontrolling interests	4,663	4,653
Equity/Partners' Capital:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	0	0
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 200,646,523 and 141,719,134 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	2,006	1,417
Additional paid-in capital	4,384,483	2,754,818
Accumulated other comprehensive loss	(816)	0
Cumulative dividends in excess of earnings	(1,164,607)	(1,068,961)
Total stockholders’ equity	3,221,066	1,687,274
Noncontrolling interests	86,019	93,143
Total equity	3,307,085	1,780,417
Total liabilities and equity/partners' capital	6,366,758	3,747,844
Healthcare Trust of America Holdings, LP (HTALP)
Real estate investments:
Land	461,340	386,526
Building and improvements	5,699,968	3,466,516
Lease intangibles	635,330	467,571
Construction in progress	251	0
Real estate investments, gross	6,796,889	4,320,613
Accumulated depreciation and amortization	(907,728)	(817,593)
Real estate investments, net	5,889,161	3,503,020
Investment in unconsolidated joint venture	68,901	0
Cash and cash equivalents	91,444	11,231
Restricted cash and escrow deposits	33,176	13,814
Receivables and other assets, net	175,340	173,461
Other intangibles, net	108,736	46,318
Total assets	6,366,758	3,747,844
Liabilities:
Debt	2,784,162	1,768,905
Accounts payable and accrued liabilities	135,214	105,034
Derivative financial instruments - interest rate swaps	1,569	1,920
Security deposits, prepaid rent and other liabilities	55,286	49,859
Intangible liabilities, net	78,779	37,056
Total liabilities	3,055,010	1,962,774
Commitments and contingencies
Redeemable noncontrolling interests	4,663	4,653
Equity/Partners' Capital:
Limited partners’ capital, 4,122,846 and 4,323,095 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	85,749	92,873
General partners’ capital, 200,646,523 and 141,719,134 units issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	3,221,336	1,687,544
Total partners’ capital	3,307,085	1,780,417
Total liabilities and equity/partners' capital	$ 6,366,758	$ 3,747,844

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	200,000,000	200,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Healthcare Trust of America Holdings, LP (HTALP)
Partners’ Capital:
Limited partner's capital, units issued (in shares)	4,122,846	4,323,095
Limited partner's capital, units outstanding (in shares)	4,122,846	4,323,095
General partner's capital, units issued (in shares)	200,646,523	141,719,134
General partner's capital, units outstanding (in shares)	200,646,523	141,719,134
Class A Common Stock
Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	200,646,523	141,719,134
Common stock, shares outstanding (in shares)	200,646,523	141,719,134

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues:
Rental income		$ 139,525	$ 113,144	$ 263,518	$ 220,394
Interest and other operating income		354	90	708	155
Total revenues		139,879	113,234	264,226	220,549
Expenses:
Rental		43,523	35,061	82,543	68,414
General and administrative		8,472	6,813	16,895	13,586
Transaction		5,073	2,062	5,357	3,875
Depreciation and amortization		55,353	44,738	102,409	82,566
Impairment		5,093	0	5,093	0
Total expenses		117,514	88,674	212,297	168,441
Income before other income (expense)		22,365	24,560	51,929	52,108
Interest expense:
Interest related to derivative financial instruments		(239)	(659)	(563)	(1,304)
Gain (loss) on change in fair value of derivative financial instruments, net		45	(658)	884	(3,450)
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments		(194)	(1,317)	321	(4,754)
Interest related to debt		(17,706)	(13,989)	(33,764)	(28,117)
Gain on sale of real estate, net		0	4,212	3	4,212
Loss on extinguishment of debt, net		(10,386)	(22)	(10,418)	(22)
Income from unconsolidated joint venture		63	0	63	0
Other income		6	72	14	125
Net (loss) income		(5,852)	13,516	8,148	23,552
Net (income) loss attributable to noncontrolling interests	[1]	(66)	(442)	(521)	(618)
Net (loss) income attributable to common stockholders/unitholders		$ (5,918)	$ 13,074	$ 7,627	$ 22,934
Earnings per common share/unit - basic:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Earnings per common share/unit - diluted:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.09	$ 0.05	$ 0.17
Weighted average common shares/units outstanding:
Basic (in shares)		176,464	136,528	159,218	132,932
Diluted (in shares)		176,464	140,512	163,490	135,876
Dividends declared per common share/common unit (in dollars per share)		$ 0.300	$ 0.295	$ 0.600	$ 0.590
Healthcare Trust of America Holdings, LP (HTALP)
Revenues:
Rental income		$ 139,525	$ 113,144	$ 263,518	$ 220,394
Interest and other operating income		354	90	708	155
Total revenues		139,879	113,234	264,226	220,549
Expenses:
Rental		43,523	35,061	82,543	68,414
General and administrative		8,472	6,813	16,895	13,586
Transaction		5,073	2,062	5,357	3,875
Depreciation and amortization		55,353	44,738	102,409	82,566
Impairment		5,093	0	5,093	0
Total expenses		117,514	88,674	212,297	168,441
Income before other income (expense)		22,365	24,560	51,929	52,108
Interest expense:
Interest related to derivative financial instruments		(239)	(659)	(563)	(1,304)
Gain (loss) on change in fair value of derivative financial instruments, net		45	(658)	884	(3,450)
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments		(194)	(1,317)	321	(4,754)
Interest related to debt		(17,706)	(13,989)	(33,764)	(28,117)
Gain on sale of real estate, net		0	4,212	3	4,212
Loss on extinguishment of debt, net		(10,386)	(22)	(10,418)	(22)
Income from unconsolidated joint venture		63	0	63	0
Other income		6	72	14	125
Net (loss) income		(5,852)	13,516	8,148	23,552
Net (income) loss attributable to noncontrolling interests		(22)	4	(52)	(27)
Net (loss) income attributable to common stockholders/unitholders		$ (5,874)	$ 13,520	$ 8,096	$ 23,525
Earnings per common share/unit - basic:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Earnings per common share/unit - diluted:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Weighted average common shares/units outstanding:
Basic (in shares)		180,672	140,512	163,490	135,877
Diluted (in shares)		180,672	140,512	163,490	135,877
Dividends declared per common share/common unit (in dollars per share)		$ 0.3000	$ 0.295	$ 0.600	$ 0.590

[1] Includes amounts attributable to redeemable noncontrolling interests.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net (loss) income	$ (5,852)	$ 13,516	$ 8,148	$ 23,552
Other comprehensive loss
Change in unrealized losses on cash flow hedges	(748)	0	(836)	0
Total other comprehensive loss	(748)	0	(836)	0
Total comprehensive (loss) income	(6,600)	13,516	7,312	23,552
Comprehensive (income) loss attributable to noncontrolling interests	(27)	(446)	(449)	(591)
Total comprehensive (loss) income attributable to common stockholders/unitholders	(6,627)	13,070	6,863	22,961
Healthcare Trust of America Holdings, LP (HTALP)
Net (loss) income	(5,852)	13,516	8,148	23,552
Other comprehensive loss
Change in unrealized losses on cash flow hedges	(748)	0	(836)	0
Total other comprehensive loss	(748)	0	(836)	0
Total comprehensive (loss) income	(6,600)	13,516	7,312	23,552
Comprehensive (income) loss attributable to noncontrolling interests	(22)	4	(52)	(27)
Total comprehensive (loss) income attributable to common stockholders/unitholders	$ (6,622)	$ 13,520	$ 7,260	$ 23,525

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Common Stock Class A Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Cumulative Dividends in Excess of Earnings	Total Stockholders’ Equity	Noncontrolling Interests
Beginning balance at Dec. 31, 2015	$ 1,406,958		$ 1,270	$ 2,328,806	$ 0	$ (950,652)	$ 1,379,424	$ 27,534
Beginning balance (in shares) at Dec. 31, 2015			127,027,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	291,685		$ 105	291,580			291,685
Issuance of common stock (in shares)			10,399,000
Issuance of operating partnership units in connection with an acquisition	70,754							70,754
Share-based award transactions, net	3,033		$ 2	3,031			3,033
Share-based award transactions, net (in shares)			203,000
Repurchase and cancellation of common stock	(2,287)		$ (1)	(2,286)			(2,287)
Repurchase and cancellation of common stock (in shares)			(83,000)
Redemption of noncontrolling interest and other	(458)		$ 2	4,138			4,140	(4,598)
Redemption of noncontrolling interest and other (in shares)			207,000
Dividends declared	(81,008)					(79,170)	(79,170)	(1,838)
Net income	23,525					22,934	22,934	591
Other comprehensive loss	0
Ending balance at Jun. 30, 2016	1,712,202		$ 1,378	2,625,269	0	(1,006,888)	1,619,759	92,443
Ending balance (in shares) at Jun. 30, 2016			137,753,000
Beginning balance at Dec. 31, 2016	1,780,417		$ 1,417	2,754,818	0	(1,068,961)	1,687,274	93,143
Beginning balance (in shares) at Dec. 31, 2016		141,719,134	141,719,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	1,624,222		$ 586	1,623,636			1,624,222
Issuance of common stock (in shares)			58,623,000
Issuance of operating partnership units in connection with an acquisition	610							610
Share-based award transactions, net	3,839		$ 2	3,837			3,839
Share-based award transactions, net (in shares)			198,000
Repurchase and cancellation of common stock	(3,339)		$ (1)	(3,338)			(3,339)
Repurchase and cancellation of common stock (in shares)			(114,000)
Redemption of noncontrolling interest and other	0		$ 2	5,530			5,532	(5,532)
Redemption of noncontrolling interest and other (in shares)			221,000
Dividends declared	(105,924)					(103,273)	(103,273)	(2,651)
Net income	8,096					7,627	7,627	469
Other comprehensive loss	(836)				(816)		(816)	(20)
Ending balance at Jun. 30, 2017	$ 3,307,085		$ 2,006	$ 4,384,483	$ (816)	$ (1,164,607)	$ 3,221,066	$ 86,019
Ending balance (in shares) at Jun. 30, 2017		200,646,523	200,647,000

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($) shares in Thousands, $ in Thousands	Total	Healthcare Trust of America Holdings, LP (HTALP)	Healthcare Trust of America Holdings, LP (HTALP) General Partners’ Capital	Healthcare Trust of America Holdings, LP (HTALP) Limited Partners’ Capital
Balance as of beginning of period at Dec. 31, 2015		$ 1,406,958	$ 1,379,694	$ 27,264
Balance as of beginning of period (in units) at Dec. 31, 2015			127,027	1,930
Increase (Decrease) in Partners' Capital [Roll Forward]
Issuance of general partner units		291,685	$ 291,685
Issuance of general partner units (in units)			10,399
Issuance of limited partner units in connection with an acquisition		70,754		$ 70,754
Issuance of limited partner units in connection with an acquisition (in units)				2,620
Share-based award transactions, net		3,033	$ 3,033
Share-based award transactions, net (in units)			203
Redemption and cancellation of general partner units		(2,287)	$ (2,287)
Redemption and cancellation of general partner units (in units)			(83)
Redemption of limited partner units and other		(458)	$ 4,140	$ (4,598)
Redemption of limited partner units and other (in units)			207	(207)
Distributions declared		(81,008)	$ (79,170)	$ (1,838)
Net income	$ 22,934	23,525	22,934	591
Other comprehensive loss	0	0
Balance as of end of period at Jun. 30, 2016		1,712,202	$ 1,620,029	$ 92,173
Balance as of end of period (in units) at Jun. 30, 2016			137,753	4,343
Balance as of beginning of period at Dec. 31, 2016		1,780,417	$ 1,687,544	$ 92,873
Balance as of beginning of period (in units) at Dec. 31, 2016			141,719	4,323
Increase (Decrease) in Partners' Capital [Roll Forward]
Issuance of general partner units		1,624,222	$ 1,624,222
Issuance of general partner units (in units)			58,623
Issuance of limited partner units in connection with an acquisition		610		$ 610
Issuance of limited partner units in connection with an acquisition (in units)				21
Share-based award transactions, net		3,839	$ 3,839
Share-based award transactions, net (in units)			198
Redemption and cancellation of general partner units		(3,339)	$ (3,339)
Redemption and cancellation of general partner units (in units)			(114)
Redemption of limited partner units and other		0	$ 5,532	$ (5,532)
Redemption of limited partner units and other (in units)			221	(221)
Distributions declared		(105,924)	$ (103,273)	$ (2,651)
Net income	7,627	8,096	7,627	469
Other comprehensive loss	$ (836)	(836)	(816)	(20)
Balance as of end of period at Jun. 30, 2017		$ 3,307,085	$ 3,221,336	$ 85,749
Balance as of end of period (in units) at Jun. 30, 2017			200,647	4,123

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income	$ 8,148	$ 23,552
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	100,536	81,362
Share-based compensation expense	3,839	3,033
Bad debt expense	227	386
Impairment	5,093	0
Income from unconsolidated joint venture	(63)	0
Gain on sale of real estate, net	(3)	(4,212)
Loss on extinguishment of debt, net	10,418	22
Change in fair value of derivative financial instruments	(884)	3,450
Changes in operating assets and liabilities:
Receivables and other assets, net	(2,969)	(667)
Accounts payable and accrued liabilities	14,272	(5,983)
Security deposits, prepaid rent and other liabilities	1,907	(4,543)
Net cash provided by operating activities	140,521	96,400
Cash flows from investing activities:
Investments in real estate	(2,202,815)	(336,760)
Investment in unconsolidated joint venture	(68,839)	0
Development of real estate	(348)	0
Proceeds from the sale of real estate	4,746	23,368
Capital expenditures	(26,022)	(21,826)
Restricted cash, escrow deposits and other assets	(19,362)	(426)
Net cash used in investing activities	(2,312,640)	(335,644)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	305,000	336,000
Payments on unsecured revolving credit facility	(393,000)	(293,000)
Proceeds from unsecured senior notes	900,000	0
Payments on secured mortgage loans	(74,319)	(22,791)
Deferred financing costs	(9,400)	0
Debt extinguishment costs	(10,391)	0
Security deposits	1,964	765
Proceeds from issuance of common stock	1,624,222	292,984
Repurchase and cancellation of common stock	(3,339)	(2,287)
Dividends paid	(85,683)	(76,018)
Distributions paid to noncontrolling interest of limited partners	(2,722)	(1,331)
Net cash provided by financing activities	2,252,332	234,322
Net change in cash and cash equivalents	80,213	(4,922)
Cash and cash equivalents - beginning of period	11,231	13,070
Cash and cash equivalents - end of period	91,444	8,148
Healthcare Trust of America Holdings, LP (HTALP)
Cash flows from operating activities:
Net income	8,148	23,552
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	100,536	81,362
Share-based compensation expense	3,839	3,033
Bad debt expense	227	386
Impairment	5,093	0
Income from unconsolidated joint venture	(63)	0
Gain on sale of real estate, net	(3)	(4,212)
Loss on extinguishment of debt, net	10,418	22
Change in fair value of derivative financial instruments	(884)	3,450
Changes in operating assets and liabilities:
Receivables and other assets, net	(2,969)	(667)
Accounts payable and accrued liabilities	14,272	(5,983)
Security deposits, prepaid rent and other liabilities	1,907	(4,543)
Net cash provided by operating activities	140,521	96,400
Cash flows from investing activities:
Investments in real estate	(2,202,815)	(336,760)
Investment in unconsolidated joint venture	(68,839)	0
Development of real estate	(348)	0
Proceeds from the sale of real estate	4,746	23,368
Capital expenditures	(26,022)	(21,826)
Restricted cash, escrow deposits and other assets	(19,362)	(426)
Net cash used in investing activities	(2,312,640)	(335,644)
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility	305,000	336,000
Payments on unsecured revolving credit facility	(393,000)	(293,000)
Proceeds from unsecured senior notes	900,000	0
Payments on secured mortgage loans	(74,319)	(22,791)
Deferred financing costs	(9,400)	0
Debt extinguishment costs	(10,391)	0
Security deposits	1,964	765
Proceeds from issuance of general partner units	1,624,222	292,984
Repurchase and cancellation of general partner units	(3,339)	(2,287)
Distributions paid to general partner	(85,683)	(76,018)
Distributions paid to limited partners and redeemable noncontrolling interests	(2,722)	(1,331)
Net cash provided by financing activities	2,252,332	234,322
Net change in cash and cash equivalents	80,213	(4,922)
Cash and cash equivalents - beginning of period	11,231	13,070
Cash and cash equivalents - end of period	$ 91,444	$ 8,148

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Organization and Description of Business

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on April 20, 2006. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership. As of June 30, 2017, HTA owned a 98.0% partnership interest and other limited partners, including some of our directors, executive officers and their affiliates, owned the remaining partnership interest (including the LTIP Units) in HTALP. As the sole general partner of HTALP, HTA has the full, exclusive and complete responsibility for HTALP’s day-to-day management and control. HTA operates in an umbrella partnership REIT structure in which HTALP and its subsidiaries hold substantially all of the assets. HTA’s only material asset is its ownership of partnership interests of HTALP. As a result, HTA does not conduct business itself, other than acting as the sole general partner of HTALP, issuing public equity from time to time and guaranteeing certain debts of HTALP. HTALP conducts the operations of the business and issues publicly-traded debt, but has no publicly-traded equity.

HTA is one of the largest publicly-traded REITs focused on medical office buildings (“MOBs”) in the U.S. as measured by the gross leasable area (“GLA”) of our MOBs. HTA conducts substantially all of its operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery, and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional property management and leasing platform to generate strong tenant relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing and property management oversight; (ii) target accretive acquisitions of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage.  Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio. HTA has qualified to be taxed as a REIT for federal income tax purposes and intends to continue to be taxed as a REIT.

On April 29, 2017, we entered into purchase and sale agreements (collectively, the “Purchase Agreements”) with Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities (collectively, “Duke”) to acquire Duke’s MOB business (the “Duke Acquisition”) consisting of (i) 71 properties totaling approximately 6.6 million square feet of GLA and 95% leased, (ii) five properties in development and two expansion properties totaling approximately 470,000 square feet of GLA and which were 86% leased, (iii) interests in two buildings owned by joint ventures and (iv) two parcels of land totaling approximately 16.5 acres (collectively, the “Duke Assets”) for $2.75 billion.

Pursuant to the Purchase Agreements and during the three months ended June 30, 2017, we paid consideration of, before certain credits, proration and closing costs, $2.2 billion for 68 properties and a parcel of land, which includes a 50% ownership in a unconsolidated joint venture for $68.8 million as of the date of acquisition, totaling approximately 4.9 million square feet of GLA that were 93% leased as of the date of acquisition.

In addition, at the time the Duke Acquisition was announced, 31 of the Duke Assets valued at $1.3 billion were subject to rights of first offer and/or rights of first refusal in favor of unrelated third parties (the “ROFO/ROFR Assets”). As of June 30, 2017, 11 of the ROFO/ROFR Assets valued at $494.9 million had been exercised by unrelated third parties. Of the remaining Duke Assets, three properties closed in July 2017 for an aggregate purchase price of $131.7 million totaling approximately 245,000 square feet of GLA. The remaining parcel of land for $5.1 million is expected to close in the second half of 2017. See Note 3 - Investments in Real Estate for additional details.

Since 2006, we have invested $6.8 billion, including the Duke Acquisition, to create a portfolio of MOBs and other healthcare assets consisting of approximately 24.0 million square feet of GLA throughout the U.S. As of June 30, 2017, approximately 97.0% of our portfolio, based on GLA, was located on the campuses of, or aligned with, nationally or regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 19% of our total GLA as of June 30, 2017. Approximately 93% of our portfolio, based on GLA, is located in the top 75 metropolitan statistical areas (“MSAs”) with Atlanta, Boston, Dallas, Houston and Indianapolis being our largest markets by investment.

Our principal executive office is located at 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona, 85254.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding our condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“GAAP”) in all material respects and have been consistently applied in preparing our accompanying condensed consolidated financial statements.

Basis of Presentation

Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2016 Annual Report on Form 10-K.

Principles of Consolidation

The consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests in our consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business, certain third parties have been issued partnership units in HTALP (“OP Units”). Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity in the consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of June 30, 2017 and December 31, 2016, there were approximately 4.1 million and 4.3 million, respectively, of OP Units issued and outstanding.

VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs, because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

Unconsolidated Joint Ventures

We account for our investments in unconsolidated joint ventures using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method, the initial investment is recognized at cost and subsequently adjusted for our share of the net income or loss and any distributions from the joint venture. As of June 30, 2017 we had a 50% interest in one such investment with a carrying value, maximum exposure to risk, of $68.9 million which is recorded in investment in unconsolidated joint venture in the accompanying condensed consolidated balance sheets. We record our share of net income (loss) in income (loss) from unconsolidated joint venture in the accompanying condensed consolidated statements of operations. For the three months ended June 30, 2017, we recognized income of $63,000 from our unconsolidated joint venture.

Investments in Real Estate

Depreciation expense of buildings and improvements for the three months ended June 30, 2017 and 2016 was $39.0 million and $29.9 million, respectively. Depreciation expense of buildings and improvements for the six months ended June 30, 2017 and 2016 was $71.7 million and $55.6 million, respectively.

Recently Issued or Adopted Accounting Pronouncements

The following table provides a brief description of recently adopted accounting pronouncements:    

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2017-01 Business Combinations: Clarifying the Definition of a Business (Issued January 2017)	ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.	ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.

The following table provides a brief description of recently issued accounting pronouncements:

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2014-09 Revenue from Contracts with Customers (Issued May 2014)	ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.	In August 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the right of early adoption as of the original effective date.	We have identified our revenue streams and are currently evaluating the impact on our consolidated financial statements and internal accounting processes; although the majority of our revenues are derived from real estate lease contracts, as discussed in relation to ASU 2016-02 below, we do expect areas of impact to include non-lease components of revenue from lease agreements and real estate sale transactions. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective approach and the adoption is not expected to have a material impact on our consolidated financial statements.
ASU 2016-02 Leases (Issued February 2016)	ASU 2016-02 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.	ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted.	We will adopt ASU 2016-02 as of January 1, 2019 using the modified retrospective approach.  We are currently evaluating the full impact ASU 2016-02 will have on our consolidated financial statements, however, we anticipate that there will be a significant increase in our assets and liabilities on our consolidated balance sheets due to the recognition of operating leases with us as the lessee, including our corporate office leases and ground leases which represented rental expense of $7.6 million and have an average remaining term of 48.2 years for the year ended December 31, 2016.  In addition, the Company expects that it will have to bifurcate lease agreements in which the Company is the lessor, into lease components and certain non-lease components. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09."

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016)	ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.	ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted.	We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.
ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Issued August 2016)	ASU 2016-15 includes multiple provisions intended to clarify various aspects of cash flow presentation by making eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.	ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-15 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are still evaluating the impact ASU 2016-15 will have on our consolidated financial statements.
ASU 2016-18 Statement of Cash Flows: Restricted Cash (Issued November 2016)	ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.	ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-18 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements, however, we are still evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
ASU 2017-05 Other Income: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (Issued February 2017)	ASU 2017-05 defines an in-substance nonfinancial asset, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures.	ASU 2017-05 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-05 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements as we currently do not have this type of income. However, going forward we will continue to monitor any future impact.
ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017)	ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718.	ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-09 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are evaluating the impact of adopting ASU 2017-09 on our consolidated financial statements.

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Investments in Real Estate

6 Months Ended

Jun. 30, 2017

Investments [Abstract]

Investments in Real Estate

Investments in Real Estate

During the three months ended June 30, 2017, we entered into Purchase Agreements with Duke to acquire Duke’s Assets. As of June 30, 2017, we acquired 68 properties and a parcel of land of the Duke Assets, which includes a 50% ownership in a unconsolidated joint venture for $68.8 million as of the date of acquisition, for an aggregate purchase price of $2.2 billion totaling approximately 4.9 million square feet of GLA that were 93% leased as of the date of acquisition. As part of this acquisition, we entered into mortgage loans with an aggregate fair value of $286.0 million.

This brings our investments for the six months ended June 30, 2017, to an aggregate purchase price of $2.6 billion, including our unconsolidated joint venture. As part of these investments we incurred $16.5 million of costs attributable to these investments, which were capitalized in accordance with the adoption of ASU 2017-01 during the six months ended June 30, 2017. In addition, as part of an acquisition, we issued 20,687 OP Units with a market value at the time of issuance of $0.6 million.

With the exception of the Duke Assets described above, the following investments were determined to be individually not significant, but significant on a collective basis. The allocations for these investments, which we own a controlling financial interest, are set forth below in the aggregate for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017			2016
Land	$	73,560		$	53,806
Building and improvements	2,225,012			347,729
In place leases	172,620			37,768
Below market leases	(27,529		)	(12,066		)
Above market leases	11,098			3,582
Below market leasehold interests	53,722			1,404
Above market leasehold interests	(16,564		)	(50		)
Below market debt	—			487
Net assets acquired	2,491,919			432,660
Other, net (1)	54,196			3,183
Aggregate purchase price	$	2,546,115		$	435,843
(1) For the six months ended June 30, 2017, other, net, consisted primarily of capital expenditures and tenant improvements received as credits at the time of acquisition.

Subsequent to June 30, 2017, we completed investments with an aggregate purchase price of $149.2 million. The purchase price of these investments were subject to certain post-closing adjustments. Due to the recent timing of the acquisitions of these investments, we have not completed our purchase price allocation with respect to these investments and, therefore, cannot provide disclosures at this time similar to those contained above in Note 3 - Investments in Real Estate to our condensed consolidated financial statements.

The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the six months ended June 30, 2017 and 2016, respectively (in years):

	Six Months Ended June 30,
	2017	2016
Acquired intangible assets	22.4	9.5
Acquired intangible liabilities	21.6	8.8

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Impairment and Dispositions

6 Months Ended

Jun. 30, 2017

Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]

Impairment and Dispositions

Impairment and Dispositions

During the six months ended June 30, 2017, we completed the disposition of an MOB located in Texas for a gross sales price of $5.0 million, representing approximately 48,000 square feet of GLA. In addition, during the three months ended June 30, 2017, we recorded impairment charges of $5.1 million related to one MOB located in Massachusetts. During the six months ended June 30, 2016, we completed a disposition of four senior care facilities for an aggregate gross sales price of $26.5 million.

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Intangible Assets and Liabilities

6 Months Ended

Jun. 30, 2017

Identified Intangibles, Net [Abstract]

Intangible Assets and Liabilities

Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands, except weighted average remaining amortization):

	June 30, 2017				December 31, 2016
	Balance			Weighted Average Remaining Amortization in Years	Balance			Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	464,506		9.6	$	294,597		9.7
Tenant relationships	170,824			10.7	172,974			10.6
Above market leases	39,159			6.2	28,401			6.3
Below market leasehold interests	91,857			65.1	38,136			60.4
	766,346				534,108
Accumulated amortization	(280,850		)		(256,305		)
Total	$	485,496		19.6	$	277,803		16.1
Liabilities:
Below market leases	$	61,507		14.7	$	34,370		18.6
Above market leasehold interests	28,195			44.9	11,632			53.0
	89,702				46,002
Accumulated amortization	(10,923		)		(8,946		)
Total	$	78,779		25.0	$	37,056		28.5

The following is a summary of the net intangible amortization for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Amortization recorded against rental income related to above and (below) market leases	$	(40	)	$	(20	)	$	(263	)	$	317
Rental expense related to above and (below) market leasehold interests	166			107			295			203
Amortization expense related to in place leases and tenant relationships	14,457			13,450			27,187			24,217

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Receivables and Other Assets

6 Months Ended

Jun. 30, 2017

Receivables and Other Assets [Abstract]

Receivables and Other Assets

Receivables and Other Assets

Receivables and other assets consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands):

	June 30, 2017		December 31, 2016
Tenant receivables, net	$	10,764	$	8,722
Other receivables, net	4,105		9,233
Deferred financing costs, net	3,535		4,198
Deferred leasing costs, net	23,459		20,811
Straight-line rent receivables, net	78,981		74,052
Prepaid expenses, deposits, equipment and other, net	53,626		55,904
Derivative financial instruments - interest rate swaps	870		541
Total	$	175,340	$	173,461

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization expense related to deferred leasing costs	$	1,472	$	1,092	$	2,734	$	2,144
Interest expense related to deferred financing costs	332		332		663		663

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Debt

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Debt

Debt

Debt consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands):

	June 30, 2017			December 31, 2016
Unsecured revolving credit facility	$	—		$	88,000
Unsecured term loans	500,000			500,000
Unsecured senior notes	1,850,000			950,000
Fixed rate mortgages loans	416,727			204,562
Variable rate mortgages loans	38,420			38,904
	2,805,147			1,781,466
Deferred financing costs, net	(15,124		)	(9,527		)
Discount, net	(5,861		)	(3,034		)
Total	$	2,784,162		$	1,768,905

Unsecured Credit Agreement

Unsecured Revolving Credit Facility

In 2015, we entered into an $850.0 million Unsecured Credit Agreement. The actual amount of credit available to us is a function of certain loan-to-value and debt service coverage ratios set forth in the unsecured revolving credit facility. The maximum principal amount of the unsecured revolving credit facility may be increased, subject to additional financing being provided by our existing lenders or new lenders being added to the unsecured revolving credit facility. The unsecured revolving credit facility matures on January 31, 2020 and is guaranteed by us.

Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.88% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of June 30, 2017, the margin associated with our borrowings was 1.05% per annum and the facility fee was 0.20% per annum.

On July 27, 2017, we entered into an amended and restated $1.3 billion Unsecured Credit Agreement which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and February 1, 2013 for the $300.0 million unsecured term loan referenced below. The interest rate on the unsecured credit facility decreased to an adjusted LIBOR plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. The other terms of the Unsecured Credit Agreement prior to the amendment thereof remain substantially unchanged.

Unsecured Term Loan

As of June 30, 2017, we had a $300.0 million unsecured term loan outstanding that was guaranteed by us. Borrowings accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.80% per annum based on our credit rating. The margin associated with our borrowings as of June 30, 2017 was 1.15% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.40% per annum, based on our current credit rating. The unsecured term loan matures on January 31, 2019, and includes a one-year extension exercisable at the option of the borrower, subject to certain conditions.

Bridge Loan Facility

In connection with the Duke Acquisition, in May 2017, we entered into a senior unsecured bridge loan facility (the “Bridge Loan Facility”) which provided to us up to $2.47 billion, less the aggregate amount of proceeds from debt or equity capital raises or a senior term loan facility. The Bridge Loan Facility was made available to us on the closing of the Duke Acquisition and was scheduled to mature 364 days from the closing. As of June 30, 2017, we terminated the Bridge Loan Facility and no proceeds were used because we elected to fund the Duke Acquisition through other equity and debt offerings. In connection with the execution and subsequent termination of the Bridge Loan Facility, we incurred $10.4 million in related fees which we recorded in income (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

$200.0 Million Unsecured Term Loan

As of June 30, 2017, HTALP had a $200.0 million unsecured term loan outstanding which matures on September 26, 2023. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 1.50% to 2.45% per annum based on our credit rating. The margin associated with our borrowings as of June 30, 2017 was 1.65% per annum. HTALP had interest rate swaps in place that fixed the interest rate at 2.93% per annum, based on our current credit rating.

$300.0 Million Unsecured Senior Notes due 2021

As of June 30, 2017, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us and that mature on July 15, 2021. These unsecured senior notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), bear interest at 3.38% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum.

$400.0 Million Unsecured Senior Notes due 2022

In June 2017, in connection with the Duke Acquisition and the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.94% of the principal amount thereof, with an effective yield to maturity of 2.96% per annum. As of June 30, 2017, HTALP had $400.0 million of these unsecured senior notes outstanding that mature on July 1, 2022.

$300.0 Million Unsecured Senior Notes due 2023

As of June 30, 2017, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us and that mature on April 15, 2023. These unsecured senior notes are registered under the Securities Act, bear interest at 3.70% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.19% of the principal amount thereof, with an effective yield to maturity of 3.80% per annum.

$350.0 Million Unsecured Senior Notes due 2026

As of June 30, 2017, HTALP had $350.0 million of unsecured senior notes outstanding that are guaranteed by us and that mature on August 1, 2026. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.72% of the principal amount thereof, with an effective yield to maturity of 3.53% per annum.

$500.0 Million Unsecured Senior Notes due 2027

In June 2017, in connection with the Duke Acquisition and the $400.0 million unsecured senior notes due 2022 referenced above, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of June 30, 2017, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

Fixed and Variable Rate Mortgages

In June 2017, as part of the Duke Acquisition, we were required by the seller to execute as the borrower for a part of the purchase price a senior secured first lien loan, subject to customary non-recourse carve-outs, in the amount of $286.0 million (the “Seller Financing”). The Seller Financing bears interest at 4.0% per annum and is payable in three equal payments maturing on January 10, 2020 and is guaranteed by us.

As of June 30, 2017, HTALP and its subsidiaries had fixed and variable rate mortgages loans with interest rates ranging from 2.70% to 6.39% per annum and a weighted average interest rate of 4.31% per annum. Including the impact of the interest rate swap associated with our variable rate mortgages, the weighted average interest rate was 4.46% per annum.

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of June 30, 2017 (in thousands):

Year	Amount
2017	$	2,291
2018	100,827
2019	405,940
2020	144,891
2021	303,934
Thereafter	1,847,264
Total	$	2,805,147

The above scheduled debt maturities do not include the extension available to us under the Unsecured Credit Agreement as discussed above.

Deferred Financing Costs

As of June 30, 2017, the future amortization of our deferred financing costs is as follows (in thousands):

Year	Amount
2017	$	1,283
2018	2,722
2019	2,728
2020	2,286
2021	2,008
Thereafter	4,097
Total	$	15,124

We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered net operating income to unsecured interest expense. As of June 30, 2017, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status.

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Derivative Financial Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Hedging Activities

Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivative Financial Instruments

We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, our fair value of interest rate swap derivative liabilities is adjusted to reflect the impact of our credit quality.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. It is entered into to effectively fix the treasury component of an upcoming debt issuance.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three and six months ended June 30, 2017, such derivatives were used to hedge the variable cash flows associated with variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, 2017, we recorded approximately $21,000 and $27,000, respectively, of hedge ineffectiveness in earnings. We designated our derivative financial instruments as cash flow hedges in March 2017.

During the three months ended June 30, 2017, we entered into and settled two treasury locks designated as cash flow hedges with an aggregate notional amount of $250.0 million to hedge future fixed rate debt issuances, which fixed the 10-year swap rates at an average rate of 2.26% per annum. Upon settlement of these contracts during the three months ended June 30, 2017, we paid and reported a loss of $0.7 million which was recorded in accumulated other comprehensive loss in our accompanying condensed consolidated statements of comprehensive income (loss) and a gain of $25,000 which was recorded in the change in fair value of our derivative financial instruments in our accompanying condensed consolidated statements of operations.

Amounts reported in accumulated other comprehensive income in the accompanying condensed consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional $0.5 million will be reclassified from other comprehensive income in the accompanying condensed consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying condensed consolidated statements of operations.

As of June 30, 2017, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps	June 30, 2017
Number of instruments	5
Notional amount	$	190,074

The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying condensed consolidated balance sheets as of June 30, 2017 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.

	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
Derivatives Designated as Hedging Instruments:	Balance Sheet Location	June 30, 2017		December 31, 2016		Balance Sheet Location	June 30, 2017		December 31, 2016
Interest rate swaps	Receivables and other assets	$	870	$	—	Derivative financial instruments	$	1,569	$	—

The tables below present the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.

	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):						Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016		Statement of Operations Location	2017			2016
Interest rate swaps	$	(1,041	)	$	—	Interest related to derivative financial instruments	$	(293	)	$	—	Interest related to derivative financial instruments	$	(21	)	$	—

	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):					Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Six Months Ended June 30,						Six Months Ended June 30,					Six Months Ended June 30,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016	Statement of Operations Location	2017			2016
Interest rate swaps	$	(1,205	)	$	—	Interest related to derivative financial instruments	$	(369	)	—	Interest related to derivative financial instruments	$	(27	)	$	—

Non-Designated Hedges

Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying condensed consolidated statements of operations. For the three and six months ended June 30, 2017, we recorded a gain on change in fair value of derivative financial instruments of $45,000 and $0.9 million, respectively.

The table below presents the fair value of our derivative financial instruments not designated as hedges as well as our classification in the accompanying condensed consolidated balance sheets as of December 31, 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, as of March 2017 we did not have derivatives not designated as hedging instruments.

	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
Derivatives NOT Designated as Hedging Instruments:	Balance Sheet Location	June 30, 2017		December 31, 2016		Balance Sheet Location	June 30, 2017		December 31, 2016
Interest rate swaps	Receivables and other assets	$	—	$	541	Derivative financial instruments	$	—	$	1,920

Tabular Disclosure of Offsetting Derivatives

The table below sets forth the net effects of offsetting and net presentation of our derivatives as of June 30, 2017 and December 31, 2016, respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets.

	Offsetting of Derivative Assets
	Gross Amounts of Recognized Assets		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2017	$	870	$	—	$	870	$	—	$	—	$	870
December 31, 2016	541		—		541		—		—		541

	Offsetting of Derivative Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2017	$	1,569	$	—	$	1,569	$	—	$	—	$	1,569
December 31, 2016	1,920		—		1,920		—		—		1,920

Credit Risk Related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.

As of June 30, 2017, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was $1.7 million. As of June 30, 2017, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of these provisions of these agreements, we could have been required to settle our obligations under these agreements at an aggregate termination value of $1.7 million at June 30, 2017.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material effect on our condensed consolidated financial position, results of operations or cash flows.

Environmental Matters

We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our condensed consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.

Other

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material effect on our condensed consolidated financial position, results of operations or cash flows.

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Stockholders' Equity and Partners' Capital

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Stockholders' Equity and Partners' Capital

Stockholders’ Equity and Partners’ Capital

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of one OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of one share of our common stock. In addition, for each share of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units.

During the six months ended June 30, 2017, we issued $1.7 billion of equity at an average price of $28.70 per share.

Common Stock Offerings

In January 2016, we entered into an equity distribution agreement with respect to our at-the-market (“ATM”) offering program of common stock with an aggregate sales amount of up to $300.0 million. During the six months ended June 30, 2017, pursuant to this ATM, we issued and sold 3,998,000 shares of our common stock for $125.7 million of gross proceeds at an average price of $31.45 per share. As of June 30, 2017, $51.4 million remained available for issuance by us under this ATM.

During three months ended June 30, 2017, we, in connection with the Duke Acquisition, completed an underwritten public offering of 54,625,000 shares of our common stock for $1.6 billion of gross proceeds at a price of $28.50 per share.

Common Unit Offerings

During the six months ended June 30, 2017, we issued 20,687 OP Units in HTALP for approximately $0.6 million in connection with an acquisition transaction.

Common Stock Dividends

See our accompanying condensed consolidated statements of operations for the dividends declared during the three and six months ended June 30, 2017 and 2016. On July 31, 2017, our Board of Directors announced an increase in our quarterly dividend run rate by 1.7% to $0.305 per share of common stock, representing an annualized yield of $1.22 per share of common stock. The dividends are to be paid on October 6, 2017 to stockholders of record of our common stock on October 2, 2017.

Incentive Plan

Our Amended and Restated 2006 Incentive Plan (the “Plan”) permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. The Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000. As of June 30, 2017, there were 1,725,901 awards available for grant under the Plan.

LTIP Units

Awards under the LTIP consist of Series C units inHTALPand were subject to the achievement of certain performance and market conditions in order to vest. Once vested, the Series C units were converted into common units of HTALP, which may be converted into shares of our common stock. The LTIP awards were fully expensed or forfeited in 2015.

Restricted Common Stock

For the three and six months ended June 30, 2017, we recognized compensation expense of $1.3 million and $3.8 million, respectively. For the three and six months ended June 30, 2016, we recognized compensation expense of $1.2 million and $3.0 million, respectively. Compensation expense for the three and six months ended June 30, 2017 and 2016 were recorded in general and administrative expenses in the accompanying condensed consolidated statements of operations.

As of June 30, 2017, there was $9.6 million of unrecognized compensation expense, net of estimated forfeitures, which will be recognized over a remaining weighted average period of 1.9 years.

The following is a summary of our restricted common stock activity as of June 30, 2017 and 2016, respectively:

	June 30, 2017				June 30, 2016
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	640,870		$	27.36	487,850		$	23.13
Granted	244,753		29.67		225,006		27.49
Vested	(248,138	)	25.15		(195,559	)	22.84
Forfeited	(47,344	)	28.54		(22,167	)	26.10
Ending balance	590,141		$	29.19	495,130		$	25.09

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Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Financial Instruments Reported at Fair Value - Recurring

The table below presents our assets and liabilities measured at fair value on a recurring basis as of June 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	870	$	—	$	870
Liabilities:
Derivative financial instruments	$	—	$	1,569	$	—	$	1,569

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	541	$	—	$	541
Liabilities:
Derivative financial instruments	$	—	$	1,920	$	—	$	1,920

Financial Instruments Reported at Fair Value - Non-Recurring

The table below presents our assets measured at fair value on a non-recurring basis as of June 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
MOB (1)	$	—	$	1,423	$	—	$	1,423
(1) During the three months ended June 30, 2017, we recognized a $5.1 million impairment charge to one MOB. The estimated fair value as of June 30, 2017 for this MOB was based upon real estate market comparables.

The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
MOB (1)	$	—	$	8,191	$	—	$	8,191
(1) During the year ended December 31, 2016, we recognized impairment charges of $1.3 million and $1.8 million to the carrying value of two MOBs. The estimated fair value as of December 31, 2016 for these two MOBs was based upon a pending sales agreement and real estate market comparables.

There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap derivative positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our interest rate swap derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Financial Instruments Disclosed at Fair Value

We consider the carrying values of cash and cash equivalents, tenant and other receivables, restricted cash and escrow deposits and accounts payable, and accrued liabilities, to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization. All of these financial instruments are considered Level 2.

The fair value of debt is estimated using borrowing rates available to us with similar terms and maturities, which is considered a Level 2 input. As of June 30, 2017, the fair value of the debt was $2,830.3 million compared to the carrying value of $2,784.2 million. As of December 31, 2016, the fair value of the debt was $1,784.0 million compared to the carrying value of $1,768.9 million.

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Per Share Data of HTA

6 Months Ended

Jun. 30, 2017

HTA, Inc.

Earnings Per Share

Per Share Data of HTA

Per Share Data of HTA

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. For the three and six months ended June 30, 2017 and 2016, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

For the three months ended June 30, 2017, approximately 4.2 million shares of common stock were excluded from the computation of diluted shares as their impact would have been anti-dilutive. The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Numerator:
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
Net income attributable to noncontrolling interests	(66		)	(442		)	(521		)	(618		)
Net (loss) income attributable to common stockholders	$	(5,918	)	$	13,074		$	7,627		$	22,934
Denominator:
Weighted average shares outstanding - basic	176,464			136,528			159,218			132,932
Dilutive shares	—			3,984			4,272			2,944
Weighted average shares outstanding - diluted	176,464			140,512			163,490			135,876
Earnings per common share - basic
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.10		$	0.05		$	0.17
Earnings per common share - diluted
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.09		$	0.05		$	0.17

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Per Unit Data of HTALP

6 Months Ended

Jun. 30, 2017

Healthcare Trust of America Holdings, LP (HTALP)

Earnings Per Share

Per Unit Data of HTALP

Per Unit Data of HTALP

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per unit data):

	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
Numerator:
Net (loss) income	$	(5,852	)	$	13,516	$	8,148		$	23,552
Net (income) loss attributable to noncontrolling interests	(22		)	4		(52		)	(27		)
Net (loss) income attributable to common unitholders	$	(5,874	)	$	13,520	$	8,096		$	23,525
Denominator:
Weighted average units outstanding - basic	180,672			140,512		163,490			135,877
Dilutive units	—			—		—			—
Weighted average units outstanding - diluted	180,672			140,512		163,490			135,877
Earnings per common unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10	$	0.05		$	0.17
Earnings per common unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10	$	0.05		$	0.17

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2017

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The following is the supplemental cash flow information for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017		2016
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	31,175	$	26,749
Income taxes paid	825		788
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	$	2,919	$	2,961
Debt and interest rate swaps assumed and entered into in connection with an acquisition	286,000		20,376
Dividend distributions declared, but not paid	61,492		41,770
Issuance of operating partnership units in connection with an acquisition	610		70,754
Note receivable retired in connection with an acquisition	2,494		—
Note receivable included in the consideration of a disposition	—		3,000
Redeemable noncontrolling interest assumed in connection with an acquisition	—		5,231
Redemption of noncontrolling interest	5,532		—

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Our accompanying condensed consolidated financial statements include our accounts and those of our subsidiaries and any consolidated variable interest entities (“VIEs”). All inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Interim Unaudited Financial Data

Interim Unaudited Financial Data

Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable for the full year. Our accompanying condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in our 2016 Annual Report on Form 10-K.

Principles of Consolidation and Unconsolidated Joint Ventures

Principles of Consolidation

The consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable non-controlling interests in our consolidated balance sheets. In addition, as described in Note 1 - Organization and Description of Business, certain third parties have been issued partnership units in HTALP (“OP Units”). Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity in the consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of common shares issued and the carrying value of the OP Units converted is recorded as a component of equity. As of June 30, 2017 and December 31, 2016, there were approximately 4.1 million and 4.3 million, respectively, of OP Units issued and outstanding.

VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint venture arrangements are VIEs, because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

Unconsolidated Joint Ventures

We account for our investments in unconsolidated joint ventures using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method, the initial investment is recognized at cost and subsequently adjusted for our share of the net income or loss and any distributions from the joint venture.

Recently Issued or Adopted Accounting Pronouncements

Recently Issued or Adopted Accounting Pronouncements

The following table provides a brief description of recently adopted accounting pronouncements:    

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2017-01 Business Combinations: Clarifying the Definition of a Business (Issued January 2017)	ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.	ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.

The following table provides a brief description of recently issued accounting pronouncements:

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2014-09 Revenue from Contracts with Customers (Issued May 2014)	ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.	In August 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the right of early adoption as of the original effective date.	We have identified our revenue streams and are currently evaluating the impact on our consolidated financial statements and internal accounting processes; although the majority of our revenues are derived from real estate lease contracts, as discussed in relation to ASU 2016-02 below, we do expect areas of impact to include non-lease components of revenue from lease agreements and real estate sale transactions. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective approach and the adoption is not expected to have a material impact on our consolidated financial statements.
ASU 2016-02 Leases (Issued February 2016)	ASU 2016-02 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.	ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted.	We will adopt ASU 2016-02 as of January 1, 2019 using the modified retrospective approach.  We are currently evaluating the full impact ASU 2016-02 will have on our consolidated financial statements, however, we anticipate that there will be a significant increase in our assets and liabilities on our consolidated balance sheets due to the recognition of operating leases with us as the lessee, including our corporate office leases and ground leases which represented rental expense of $7.6 million and have an average remaining term of 48.2 years for the year ended December 31, 2016.  In addition, the Company expects that it will have to bifurcate lease agreements in which the Company is the lessor, into lease components and certain non-lease components. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09."

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016)	ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.	ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted.	We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.
ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Issued August 2016)	ASU 2016-15 includes multiple provisions intended to clarify various aspects of cash flow presentation by making eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.	ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-15 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are still evaluating the impact ASU 2016-15 will have on our consolidated financial statements.
ASU 2016-18 Statement of Cash Flows: Restricted Cash (Issued November 2016)	ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.	ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-18 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements, however, we are still evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
ASU 2017-05 Other Income: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (Issued February 2017)	ASU 2017-05 defines an in-substance nonfinancial asset, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures.	ASU 2017-05 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-05 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements as we currently do not have this type of income. However, going forward we will continue to monitor any future impact.
ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017)	ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718.	ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-09 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are evaluating the impact of adopting ASU 2017-09 on our consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Description of Recently Issued Accounting Pronouncements

The following table provides a brief description of recently adopted accounting pronouncements:    

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2017-01 Business Combinations: Clarifying the Definition of a Business (Issued January 2017)	ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.	ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.

The following table provides a brief description of recently issued accounting pronouncements:

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2014-09 Revenue from Contracts with Customers (Issued May 2014)	ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (i.e., payment) to which the company expects to be entitled in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.	In August 2015, the FASB deferred the effective date of ASU 2014-09 to the first interim period within annual reporting periods beginning after December 15, 2017 along with the right of early adoption as of the original effective date.	We have identified our revenue streams and are currently evaluating the impact on our consolidated financial statements and internal accounting processes; although the majority of our revenues are derived from real estate lease contracts, as discussed in relation to ASU 2016-02 below, we do expect areas of impact to include non-lease components of revenue from lease agreements and real estate sale transactions. We will adopt ASU 2014-09 effective January 1, 2018 using the modified retrospective approach and the adoption is not expected to have a material impact on our consolidated financial statements.
ASU 2016-02 Leases (Issued February 2016)	ASU 2016-02 will supersede the existing guidance for lease accounting and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the entity’s leasing activities, including significant judgments and changes in judgments. Within ASU 2016-02 lessor accounting remained fairly unchanged. In adopting ASU 2016-02, companies will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.	ASU 2016-02 is effective for the fiscal years beginning after December 15, 2018 with early adoption permitted.	We will adopt ASU 2016-02 as of January 1, 2019 using the modified retrospective approach.  We are currently evaluating the full impact ASU 2016-02 will have on our consolidated financial statements, however, we anticipate that there will be a significant increase in our assets and liabilities on our consolidated balance sheets due to the recognition of operating leases with us as the lessee, including our corporate office leases and ground leases which represented rental expense of $7.6 million and have an average remaining term of 48.2 years for the year ended December 31, 2016.  In addition, the Company expects that it will have to bifurcate lease agreements in which the Company is the lessor, into lease components and certain non-lease components. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09."

Accounting Pronouncement	Description	Effective Date	Effect on financial statements
ASU 2016-13 Financial Instruments Credit Losses: Measurement of Credit Losses on Financial Instruments (Issued June 2016)	ASU 2016-13 is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis.	ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted.	We do not anticipate early adoption or there to be a material impact, however, we are evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.
ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Issued August 2016)	ASU 2016-15 includes multiple provisions intended to clarify various aspects of cash flow presentation by making eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.	ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-15 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are still evaluating the impact ASU 2016-15 will have on our consolidated financial statements.
ASU 2016-18 Statement of Cash Flows: Restricted Cash (Issued November 2016)	ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.	ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2016-18 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements, however, we are still evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
ASU 2017-05 Other Income: Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (Issued February 2017)	ASU 2017-05 defines an in-substance nonfinancial asset, unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures.	ASU 2017-05 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-05 as of the year ended December 31, 2017. We do not anticipate there to be a material impact on our consolidated financial statements as we currently do not have this type of income. However, going forward we will continue to monitor any future impact.
ASU 2017-09 Compensation - Stock Compensation (Topic 718): Clarifying the Scope of Modification (Issued May 2017)	ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms and conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718.	ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.	We will adopt ASU 2017-09 as of the year ended December 31, 2017. We do not anticipate there to be a material impact, however, we are evaluating the impact of adopting ASU 2017-09 on our consolidated financial statements.

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Investments in Real Estate (Tables)

6 Months Ended

Jun. 30, 2017

Investments [Abstract]

Schedule of Purchase Price Allocation

The allocations for these investments, which we own a controlling financial interest, are set forth below in the aggregate for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017			2016
Land	$	73,560		$	53,806
Building and improvements	2,225,012			347,729
In place leases	172,620			37,768
Below market leases	(27,529		)	(12,066		)
Above market leases	11,098			3,582
Below market leasehold interests	53,722			1,404
Above market leasehold interests	(16,564		)	(50		)
Below market debt	—			487
Net assets acquired	2,491,919			432,660
Other, net (1)	54,196			3,183
Aggregate purchase price	$	2,546,115		$	435,843
(1) For the six months ended June 30, 2017, other, net, consisted primarily of capital expenditures and tenant improvements received as credits at the time of acquisition.

Schedule of Weighted Average Lives of Acquired Intangible Assets and Liabilities

The acquired intangible assets and liabilities referenced above had weighted average lives of the following for the six months ended June 30, 2017 and 2016, respectively (in years):

	Six Months Ended June 30,
	2017	2016
Acquired intangible assets	22.4	9.5
Acquired intangible liabilities	21.6	8.8

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Intangible Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2017

Identified Intangibles, Net [Abstract]

Schedule of Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands, except weighted average remaining amortization):

	June 30, 2017				December 31, 2016
	Balance			Weighted Average Remaining Amortization in Years	Balance			Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	464,506		9.6	$	294,597		9.7
Tenant relationships	170,824			10.7	172,974			10.6
Above market leases	39,159			6.2	28,401			6.3
Below market leasehold interests	91,857			65.1	38,136			60.4
	766,346				534,108
Accumulated amortization	(280,850		)		(256,305		)
Total	$	485,496		19.6	$	277,803		16.1
Liabilities:
Below market leases	$	61,507		14.7	$	34,370		18.6
Above market leasehold interests	28,195			44.9	11,632			53.0
	89,702				46,002
Accumulated amortization	(10,923		)		(8,946		)
Total	$	78,779		25.0	$	37,056		28.5

Summary of Net Intangible Amortization

The following is a summary of the net intangible amortization for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Amortization recorded against rental income related to above and (below) market leases	$	(40	)	$	(20	)	$	(263	)	$	317
Rental expense related to above and (below) market leasehold interests	166			107			295			203
Amortization expense related to in place leases and tenant relationships	14,457			13,450			27,187			24,217

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Receivables and Other Assets (Tables)

6 Months Ended

Jun. 30, 2017

Receivables and Other Assets [Abstract]

Schedule of Receivables and Other Assets

Receivables and other assets consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands):

	June 30, 2017		December 31, 2016
Tenant receivables, net	$	10,764	$	8,722
Other receivables, net	4,105		9,233
Deferred financing costs, net	3,535		4,198
Deferred leasing costs, net	23,459		20,811
Straight-line rent receivables, net	78,981		74,052
Prepaid expenses, deposits, equipment and other, net	53,626		55,904
Derivative financial instruments - interest rate swaps	870		541
Total	$	175,340	$	173,461

Summary of Amortization of Deferred Leasing Costs and Deferred Financing Costs

The following is a summary of the amortization of deferred leasing costs and financing costs for the three and six months ended June 30, 2017 and 2016, respectively (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization expense related to deferred leasing costs	$	1,472	$	1,092	$	2,734	$	2,144
Interest expense related to deferred financing costs	332		332		663		663

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Debt (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following as of June 30, 2017 and December 31, 2016, respectively (in thousands):

	June 30, 2017			December 31, 2016
Unsecured revolving credit facility	$	—		$	88,000
Unsecured term loans	500,000			500,000
Unsecured senior notes	1,850,000			950,000
Fixed rate mortgages loans	416,727			204,562
Variable rate mortgages loans	38,420			38,904
	2,805,147			1,781,466
Deferred financing costs, net	(15,124		)	(9,527		)
Discount, net	(5,861		)	(3,034		)
Total	$	2,784,162		$	1,768,905

Summary of Debt Maturities and Scheduled Principal Debt Repayments

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of June 30, 2017 (in thousands):

Year	Amount
2017	$	2,291
2018	100,827
2019	405,940
2020	144,891
2021	303,934
Thereafter	1,847,264
Total	$	2,805,147

Schedule of Amortization of Deferred Financing Costs

As of June 30, 2017, the future amortization of our deferred financing costs is as follows (in thousands):

Year	Amount
2017	$	1,283
2018	2,722
2019	2,728
2020	2,286
2021	2,008
Thereafter	4,097
Total	$	15,124

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Derivative Financial Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

As of June 30, 2017, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Interest Rate Swaps	June 30, 2017
Number of instruments	5
Notional amount	$	190,074

The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying condensed consolidated balance sheets as of June 30, 2017 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.

	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
Derivatives Designated as Hedging Instruments:	Balance Sheet Location	June 30, 2017		December 31, 2016		Balance Sheet Location	June 30, 2017		December 31, 2016
Interest rate swaps	Receivables and other assets	$	870	$	—	Derivative financial instruments	$	1,569	$	—

The tables below present the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.

	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):						Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Three Months Ended June 30,						Three Months Ended June 30,						Three Months Ended June 30,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016		Statement of Operations Location	2017			2016
Interest rate swaps	$	(1,041	)	$	—	Interest related to derivative financial instruments	$	(293	)	$	—	Interest related to derivative financial instruments	$	(21	)	$	—

	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):					Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Six Months Ended June 30,						Six Months Ended June 30,					Six Months Ended June 30,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016	Statement of Operations Location	2017			2016
Interest rate swaps	$	(1,205	)	$	—	Interest related to derivative financial instruments	$	(369	)	—	Interest related to derivative financial instruments	$	(27	)	$	—

Gross Fair Value of Derivative Financial Instruments

The table below presents the fair value of our derivative financial instruments not designated as hedges as well as our classification in the accompanying condensed consolidated balance sheets as of December 31, 2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, as of March 2017 we did not have derivatives not designated as hedging instruments.

	Asset Derivatives					Liability Derivatives
		Fair Value at:					Fair Value at:
Derivatives NOT Designated as Hedging Instruments:	Balance Sheet Location	June 30, 2017		December 31, 2016		Balance Sheet Location	June 30, 2017		December 31, 2016
Interest rate swaps	Receivables and other assets	$	—	$	541	Derivative financial instruments	$	—	$	1,920

Schedule of Derivative Assets Subject to Master Netting Arrangements

The table below sets forth the net effects of offsetting and net presentation of our derivatives as of June 30, 2017 and December 31, 2016, respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets.

	Offsetting of Derivative Assets
	Gross Amounts of Recognized Assets		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2017	$	870	$	—	$	870	$	—	$	—	$	870
December 31, 2016	541		—		541		—		—		541

Schedule of Derivative Liabilities Subject to Master Netting Arrangements

	Offsetting of Derivative Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
June 30, 2017	$	1,569	$	—	$	1,569	$	—	$	—	$	1,569
December 31, 2016	1,920		—		1,920		—		—		1,920

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Stockholders' Equity and Partners' Capital (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Schedule of Restricted Common Stock Activity

The following is a summary of our restricted common stock activity as of June 30, 2017 and 2016, respectively:

	June 30, 2017				June 30, 2016
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	640,870		$	27.36	487,850		$	23.13
Granted	244,753		29.67		225,006		27.49
Vested	(248,138	)	25.15		(195,559	)	22.84
Forfeited	(47,344	)	28.54		(22,167	)	26.10
Ending balance	590,141		$	29.19	495,130		$	25.09

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Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The table below presents our assets and liabilities measured at fair value on a recurring basis as of June 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	870	$	—	$	870
Liabilities:
Derivative financial instruments	$	—	$	1,569	$	—	$	1,569

The table below presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	541	$	—	$	541
Liabilities:
Derivative financial instruments	$	—	$	1,920	$	—	$	1,920

Schedule of Fair Value, Assets Measured on Non-Recurring Basis

The table below presents our assets measured at fair value on a non-recurring basis as of June 30, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
MOB (1)	$	—	$	1,423	$	—	$	1,423
(1) During the three months ended June 30, 2017, we recognized a $5.1 million impairment charge to one MOB. The estimated fair value as of June 30, 2017 for this MOB was based upon real estate market comparables.

The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
MOB (1)	$	—	$	8,191	$	—	$	8,191
(1) During the year ended December 31, 2016, we recognized impairment charges of $1.3 million and $1.8 million to the carrying value of two MOBs. The estimated fair value as of December 31, 2016 for these two MOBs was based upon a pending sales agreement and real estate market comparables.

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Per Share Data of HTA (Tables)

6 Months Ended

Jun. 30, 2017

HTA, Inc.

Earnings Per Share

Schedule of Earnings Per Share, Basic and Diluted

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Numerator:
Net (loss) income	$	(5,852	)	$	13,516		$	8,148		$	23,552
Net income attributable to noncontrolling interests	(66		)	(442		)	(521		)	(618		)
Net (loss) income attributable to common stockholders	$	(5,918	)	$	13,074		$	7,627		$	22,934
Denominator:
Weighted average shares outstanding - basic	176,464			136,528			159,218			132,932
Dilutive shares	—			3,984			4,272			2,944
Weighted average shares outstanding - diluted	176,464			140,512			163,490			135,876
Earnings per common share - basic
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.10		$	0.05		$	0.17
Earnings per common share - diluted
Net (loss) income attributable to common stockholders	$	(0.03	)	$	0.09		$	0.05		$	0.17

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Per Unit Data of HTALP (Tables)

6 Months Ended

Jun. 30, 2017

Healthcare Trust of America Holdings, LP (HTALP)

Earnings Per Share

Schedule of Earnings Per Unit, Basic and Diluted

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per unit data):

	Three Months Ended June 30,					Six Months Ended June 30,
	2017			2016		2017			2016
Numerator:
Net (loss) income	$	(5,852	)	$	13,516	$	8,148		$	23,552
Net (income) loss attributable to noncontrolling interests	(22		)	4		(52		)	(27		)
Net (loss) income attributable to common unitholders	$	(5,874	)	$	13,520	$	8,096		$	23,525
Denominator:
Weighted average units outstanding - basic	180,672			140,512		163,490			135,877
Dilutive units	—			—		—			—
Weighted average units outstanding - diluted	180,672			140,512		163,490			135,877
Earnings per common unit - basic:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10	$	0.05		$	0.17
Earnings per common unit - diluted:
Net (loss) income attributable to common unitholders	$	(0.03	)	$	0.10	$	0.05		$	0.17

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2017

Supplemental Cash Flow Elements [Abstract]

Schedule of Supplemental Cash Flow Information

The following is the supplemental cash flow information for the six months ended June 30, 2017 and 2016, respectively (in thousands):

	Six Months Ended June 30,
	2017		2016
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	31,175	$	26,749
Income taxes paid	825		788
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	$	2,919	$	2,961
Debt and interest rate swaps assumed and entered into in connection with an acquisition	286,000		20,376
Dividend distributions declared, but not paid	61,492		41,770
Issuance of operating partnership units in connection with an acquisition	610		70,754
Note receivable retired in connection with an acquisition	2,494		—
Note receivable included in the consideration of a disposition	—		3,000
Redeemable noncontrolling interest assumed in connection with an acquisition	—		5,231
Redemption of noncontrolling interest	5,532		—

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Organization and Description of Business (Details) $ in Millions			1 Months Ended	3 Months Ended	6 Months Ended
	Jul. 31, 2017 ft² property	Apr. 29, 2017 USD ($) ft² a building property parcel	Jul. 31, 2017 USD ($) property	Jun. 30, 2017 USD ($) ft² States property	Dec. 31, 2017 USD ($)	Jun. 30, 2017 USD ($) ft² States property
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General partnership interest (as a percent)						98.00%
Concentration Risk [Line Items]
Investment in unconsolidated joint ventures, ownership percentage				50.00%		50.00%
Purchased property inception to current date				$ 6,800.0		$ 6,800.0
Gross leasable area of real estate in portfolio (in square feet) | ft²				24,000,000		24,000,000
Percentage of gross leasable area on-campus/aligned						97.00%
Number of states in which the Company operates | States				33		33
Maximum state gross leasable area (as a percent)						19.00%
Percentage of gross leasable area located in the top 75 Metro statistical areas						93.00%
Duke
Concentration Risk [Line Items]
Purchase agreement, total consideration to be transferred		$ 2,750.0
Asset acquisition, consideration transferred				$ 2,200.0
Number of assets acquired (in properties) | property				68		68
Investment in unconsolidated joint ventures, ownership percentage				50.00%		50.00%
Investment in unconsolidated joint ventures, amount				$ 68.8
Gross leasable area of assets acquired (in square feet) | ft²				4,900,000
Percent of assets acquired under lease				93.00%
Number of properties subject to ROFO/ROFR | property		31
Value of properties subject to ROFO/ROFR		$ 1,300.0
Number of properties acquired, subject to ROFO/ROFR, exercised | property				11		11
Value of properties subject to ROFO/ROFR, exercised				$ 494.9		$ 494.9
Duke | Forecast
Concentration Risk [Line Items]
Asset acquisition, consideration transferred					$ 5.1
Duke | Subsequent Event
Concentration Risk [Line Items]
Asset acquisition, consideration transferred			$ 131.7
Number of assets acquired (in properties) | property	3		3
Gross leasable area of assets acquired (in square feet) | ft²	245,000
Duke | Properties
Concentration Risk [Line Items]
Purchase agreement, number of properties | property		71
Gross leasable area of assets (in square feet or acres) | ft²		6,600,000
Purchase agreement, amounts leased (as a percent)		95.00%
Duke | Development and expansion properties
Concentration Risk [Line Items]
Gross leasable area of assets (in square feet or acres) | ft²		470,000
Purchase agreement, amounts leased (as a percent)		86.00%
Duke | Properties in development
Concentration Risk [Line Items]
Purchase agreement, number of properties | property		5
Duke | Expansion properties
Concentration Risk [Line Items]
Purchase agreement, number of properties | property		2
Duke | Buildings owned by joint ventures
Concentration Risk [Line Items]
Purchase agreement, number of properties | building		2
Duke | Parcels of land
Concentration Risk [Line Items]
Purchase agreement, number of properties | parcel		2
Gross leasable area of assets (in square feet or acres) | a		16.5

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Partners' Capital Notes [Abstract]
Investment in unconsolidated joint ventures, ownership percentage	50.00%		50.00%
Investment in unconsolidated joint venture	$ 68,901		$ 68,901		$ 0
Income from unconsolidated joint venture	(63)	$ 0	(63)	$ 0
Rental expense	43,523	35,061	82,543	68,414
Ground Lease
Partners' Capital Notes [Abstract]
Rental expense					$ 7,600
Finite-lived intangible asset (in years)					48 years 2 months 12 days
Building and Building Improvements
Partners' Capital Notes [Abstract]
Depreciation expense	$ 39,000	29,900	$ 71,700	55,600
Healthcare Trust of America Holdings, LP (HTALP)
Partners' Capital Notes [Abstract]
Limited partner's capital, units issued (in shares)	4,122,846		4,122,846		4,323,095
Limited partner's capital, units outstanding (in shares)	4,122,846		4,122,846		4,323,095
Investment in unconsolidated joint venture	$ 68,901		$ 68,901		$ 0
Income from unconsolidated joint venture	(63)	0	(63)	0
Rental expense	$ 43,523	$ 35,061	$ 82,543	$ 68,414

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Investments in Real Estate - Acquisitions (Details)		1 Months Ended		3 Months Ended	6 Months Ended
	Jul. 31, 2017 ft² property	Aug. 01, 2017 USD ($)	Jul. 31, 2017 USD ($) property	Jun. 30, 2017 USD ($) ft² property	Jun. 30, 2017 USD ($) property shares
Business Acquisition [Line Items]
Investment in unconsolidated joint ventures, ownership percentage				50.00%	50.00%
Aggregate purchase price					$ 2,600,000,000
Closing costs					$ 16,500,000
Subsequent Event
Business Acquisition [Line Items]
Aggregate purchase price		$ 149,200,000
Healthcare Trust of America Holdings, LP (HTALP)
Business Acquisition [Line Items]
Number of operating partnership units issued in acquisition (in shares) | shares					20,687
Market value of operating partnership units issued in acquisition					$ 600,000
Seller Financing Debt | Secured Debt
Business Acquisition [Line Items]
Mortgage loans entered into				$ 286,000,000.0	$ 286,000,000.0
Duke
Business Acquisition [Line Items]
Number of assets acquired (in properties) | property				68	68
Investment in unconsolidated joint ventures, ownership percentage				50.00%	50.00%
Investment in unconsolidated joint ventures, amount				$ 68,800,000
Asset acquisition, consideration transferred				$ 2,200,000,000
Gross leasable area of assets acquired (in square feet) | ft²				4,900,000
Percent of assets acquired under lease				93.00%
Duke | Subsequent Event
Business Acquisition [Line Items]
Number of assets acquired (in properties) | property	3		3
Asset acquisition, consideration transferred			$ 131,700,000
Gross leasable area of assets acquired (in square feet) | ft²	245,000
Duke | Seller Financing Debt | Secured Debt
Business Acquisition [Line Items]
Mortgage loans entered into				$ 286,000,000.0	$ 286,000,000.0

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Investments in Real Estate - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Asset Acquisition
Land	$ 73,560
Building and improvements	2,225,012
In place leases	172,620
Below market leases	(27,529)
Above market leases	11,098
Below market leasehold interests	53,722
Above market leasehold interests	(16,564)
Below market debt	0
Net assets acquired	2,491,919
Other, net	54,196
Aggregate purchase price	$ 2,546,115
Business Combination
Land			$ 53,806
Building and improvements			347,729
In place leases			37,768
Below market leases			(12,066)
Above market leases			3,582
Below market leasehold interests			1,404
Above market leasehold interests			(50)
Below market debt			487
Net assets acquired			432,660
Other, net			$ 3,183
Aggregate purchase price		$ 435,843

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Investments in Real Estate - Weighted Average Lives (Details)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Investments [Abstract]
Acquired intangible assets (in years)	22 years 4 months 24 days	9 years 6 months
Acquired intangible liabilities (in years)	21 years 7 months 6 days	8 years 9 months 18 days

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Impairment and Dispositions (Details) ft² in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) ft²	Jun. 30, 2016 USD ($) facility
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]
Proceeds from sale of real estate			$ 5,000	$ 26,500
Area of MOB sold (in square feet) | ft²			48
Impairment	$ 5,093	$ 0	$ 5,093	$ 0
Number of senior care facilities disposed | facility				4

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Intangible Assets and Liabilities - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Assets
Gross	$ 766,346	$ 534,108
Accumulated amortization	(280,850)	(256,305)
Total	$ 485,496	$ 277,803
Weighted Average Remaining Amortization in Years	19 years 7 months 6 days	16 years 1 month 6 days
Liabilities
Gross	$ 89,702	$ 46,002
Accumulated amortization	(10,923)	(8,946)
Total	$ 78,779	$ 37,056
Weighted Average Remaining Amortization in Years	25 years	28 years 6 months
Below market leases
Liabilities
Gross	$ 61,507	$ 34,370
Weighted Average Remaining Amortization in Years	14 years 8 months 12 days	18 years 7 months 6 days
Above market leasehold interests
Liabilities
Gross	$ 28,195	$ 11,632
Weighted Average Remaining Amortization in Years	44 years 10 months 24 days	53 years
In place leases
Assets
Gross	$ 464,506	$ 294,597
Weighted Average Remaining Amortization in Years	9 years 7 months 6 days	9 years 8 months 12 days
Tenant relationships
Assets
Gross	$ 170,824	$ 172,974
Weighted Average Remaining Amortization in Years	10 years 8 months 12 days	10 years 7 months 6 days
Above market leases
Assets
Gross	$ 39,159	$ 28,401
Weighted Average Remaining Amortization in Years	6 years 2 months 12 days	6 years 3 months 18 days
Below market leasehold interests
Assets
Gross	$ 91,857	$ 38,136
Weighted Average Remaining Amortization in Years	65 years 1 month 6 days	60 years 4 months 24 days

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Intangible Assets and Liabilities - Summary of Intangible Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Amortization recorded against rental income related to above and (below) market leases
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items]
Amortization of intangible assets and liabilities	$ (40)	$ (20)	$ (263)	$ 317
Rental expense related to above and (below) market leasehold interests
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items]
Amortization of intangible assets and liabilities	166	107	295	203
Amortization expense related to in place leases and tenant relationships
Schedule of Finite-Lived Intangible Assets and Liabilities [Line Items]
Amortization of intangible assets and liabilities	$ 14,457	$ 13,450	$ 27,187	$ 24,217

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Receivables and Other Assets - Schedule of Receivables and Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Receivables and Other Assets [Abstract]
Tenant receivables, net	$ 10,764	$ 8,722
Other receivables, net	4,105	9,233
Deferred financing costs, net	3,535	4,198
Deferred leasing costs, net	23,459	20,811
Straight-line rent receivables, net	78,981	74,052
Prepaid expenses, deposits, equipment and other, net	53,626	55,904
Derivative financial instruments - interest rate swaps	870	541
Total	$ 175,340	$ 173,461

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Receivables and Other Assets - Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Receivables and Other Assets [Abstract]
Amortization expense related to deferred leasing costs	$ 1,472	$ 1,092	$ 2,734	$ 2,144
Interest expense related to deferred financing costs	$ 332	$ 332	$ 663	$ 663

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Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument
Total debt, gross	$ 2,805,147	$ 1,781,466
Deferred financing costs, net	(15,124)	(9,527)
Discount, net	(5,861)	(3,034)
Total	2,784,162	1,768,905
Unsecured term loans
Debt Instrument
Total debt, gross	500,000	500,000
Unsecured senior notes
Debt Instrument
Total debt, gross	1,850,000	950,000
Mortgages | Fixed rate mortgages loans
Debt Instrument
Total debt, gross	416,727	204,562
Mortgages | Variable rate mortgages loans
Debt Instrument
Total debt, gross	38,420	38,904
Unsecured revolving credit facility
Debt Instrument
Unsecured revolving credit facility	$ 0	$ 88,000

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Debt - Textuals (Details)		1 Months Ended		2 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 27, 2017 USD ($)	Jun. 30, 2017 USD ($) payment	May 31, 2017 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2016 USD ($)
Debt Instrument
Outstanding amount		$ 2,805,147,000		$ 2,805,147,000	$ 2,805,147,000		$ 2,805,147,000			$ 1,781,466,000
Proceeds from line of credit							305,000,000	$ 336,000,000
Loss on extinguishment of debt, net					10,386,000	$ 22,000	10,418,000	22,000
Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Proceeds from line of credit							305,000,000	336,000,000
Loss on extinguishment of debt, net					10,386,000	$ 22,000	10,418,000	$ 22,000
Unsecured term loans
Debt Instrument
Outstanding amount		500,000,000		500,000,000	500,000,000		$ 500,000,000			500,000,000
Unsecured term loans | $300.0 Million Unsecured Term Loan
Debt Instrument
Basis spread on variable rate (as a percent)							1.15%
Outstanding amount		$ 300,000,000		$ 300,000,000	$ 300,000,000		$ 300,000,000
Weighted average interest rate with interest rate swap impact (as a percent)		2.40%		2.40%	2.40%		2.40%
Unsecured credit agreement, extension option period (in years)							1 year
Unsecured term loans | $200.0 Million Unsecured Term Loan | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Basis spread on variable rate (as a percent)							1.65%
Weighted average interest rate with interest rate swap impact (as a percent)		2.93%		2.93%	2.93%		2.93%
Debt instrument, face amount		$ 200,000,000		$ 200,000,000	$ 200,000,000		$ 200,000,000
Unsecured senior notes
Debt Instrument
Outstanding amount		1,850,000,000		1,850,000,000	1,850,000,000		1,850,000,000			$ 950,000,000
Unsecured senior notes | $300.0 Million Unsecured Senior Notes due 2021 | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Debt instrument, face amount		$ 300,000,000		$ 300,000,000	$ 300,000,000		$ 300,000,000
Debt instrument, stated interest rate (as a percent)		3.38%		3.38%	3.38%		3.38%
Debt instrument, percentage of principal amount received (as a percent)		99.21%		99.21%	99.21%		99.21%
Debt instrument, effective interest rate (as a percent)		3.50%		3.50%	3.50%		3.50%
Unsecured senior notes | $400.0 Million Unsecured Senior Notes due 2022 | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Outstanding amount		$ 400,000,000		$ 400,000,000	$ 400,000,000		$ 400,000,000
Debt instrument, face amount		$ 400,000,000		$ 400,000,000	$ 400,000,000		$ 400,000,000
Debt instrument, stated interest rate (as a percent)		2.95%		2.95%	2.95%		2.95%
Debt instrument, percentage of principal amount received (as a percent)		99.94%		99.94%	99.94%		99.94%
Debt instrument, effective interest rate (as a percent)		2.96%		2.96%	2.96%		2.96%
Unsecured senior notes | $500.0 Million Unsecured Senior Notes due 2027 | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Outstanding amount		$ 500,000,000		$ 500,000,000	$ 500,000,000		$ 500,000,000
Debt instrument, face amount		$ 500,000,000		$ 500,000,000	$ 500,000,000		$ 500,000,000
Debt instrument, stated interest rate (as a percent)		3.75%		3.75%	3.75%		3.75%
Debt instrument, percentage of principal amount received (as a percent)		99.49%		99.49%	99.49%		99.49%
Debt instrument, effective interest rate (as a percent)		3.81%		3.81%	3.81%		3.81%
Unsecured senior notes | $300.0 Million Unsecured Senior Notes due 2023 | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Outstanding amount		$ 300,000,000		$ 300,000,000	$ 300,000,000		$ 300,000,000
Debt instrument, face amount		$ 300,000,000		$ 300,000,000	$ 300,000,000		$ 300,000,000
Debt instrument, stated interest rate (as a percent)		3.70%		3.70%	3.70%		3.70%
Debt instrument, percentage of principal amount received (as a percent)		99.19%		99.19%	99.19%		99.19%
Debt instrument, effective interest rate (as a percent)		3.80%		3.80%	3.80%		3.80%
Unsecured senior notes | $350.0 Million Unsecured Senior Notes due 2026 | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Debt instrument, face amount		$ 350,000,000		$ 350,000,000	$ 350,000,000		$ 350,000,000
Debt instrument, stated interest rate (as a percent)		3.50%		3.50%	3.50%		3.50%
Debt instrument, percentage of principal amount received (as a percent)		99.72%		99.72%	99.72%		99.72%
Debt instrument, effective interest rate (as a percent)		3.53%		3.53%	3.53%		3.53%
Secured Debt | Seller Financing Debt
Debt Instrument
Debt instrument, face amount		$ 286,000,000.0		$ 286,000,000.0	$ 286,000,000.0		$ 286,000,000.0
Debt instrument, stated interest rate (as a percent)		4.00%		4.00%	4.00%		4.00%
Debt instrument interest payable, number of payments | payment		3
Mortgages
Debt Instrument
Weighted average interest rate with interest rate swap impact (as a percent)		4.46%		4.46%	4.46%		4.46%
Weighted average interest rate (as a percent)		4.31%		4.31%	4.31%		4.31%
Minimum | Mortgages
Debt Instrument
Debt instrument, effective interest rate (as a percent)		2.70%		2.70%	2.70%		2.70%
Minimum | LIBOR | Unsecured term loans | $300.0 Million Unsecured Term Loan
Debt Instrument
Basis spread on variable rate (as a percent)							0.90%
Minimum | LIBOR | Unsecured term loans | $200.0 Million Unsecured Term Loan | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Basis spread on variable rate (as a percent)							1.50%
Maximum | Mortgages
Debt Instrument
Debt instrument, effective interest rate (as a percent)		6.39%		6.39%	6.39%		6.39%
Maximum | LIBOR | Unsecured term loans | $300.0 Million Unsecured Term Loan
Debt Instrument
Basis spread on variable rate (as a percent)							1.80%
Maximum | LIBOR | Unsecured term loans | $200.0 Million Unsecured Term Loan | Healthcare Trust of America Holdings, LP (HTALP)
Debt Instrument
Basis spread on variable rate (as a percent)							2.45%
Unsecured revolving credit facility
Debt Instrument
Line of credit facility, borrowing capacity									$ 850,000,000
Basis spread on variable rate (as a percent)							1.05%
Line of credit facility, commitment fee (as a percent)							0.20%
Unsecured revolving credit facility | Subsequent Event
Debt Instrument
Line of credit facility, borrowing capacity	$ 1,300,000,000.0
Unsecured revolving credit facility | Subsequent Event | Line of Credit
Debt Instrument
Line of credit facility, borrowing capacity	1,000,000,000.0
Unsecured revolving credit facility | Subsequent Event | Unsecured term loans
Debt Instrument
Line of credit facility, borrowing capacity	$ 300,000,000.0
Unsecured revolving credit facility | Minimum
Debt Instrument
Line of credit facility, commitment fee (as a percent)									0.13%
Unsecured revolving credit facility | Minimum | LIBOR
Debt Instrument
Basis spread on variable rate (as a percent)									0.88%
Unsecured revolving credit facility | Minimum | LIBOR | Subsequent Event
Debt Instrument
Basis spread on variable rate (as a percent)	0.83%
Unsecured revolving credit facility | Maximum
Debt Instrument
Line of credit facility, commitment fee (as a percent)									0.30%
Unsecured revolving credit facility | Maximum | LIBOR
Debt Instrument
Basis spread on variable rate (as a percent)									1.55%
Unsecured revolving credit facility | Maximum | LIBOR | Subsequent Event
Debt Instrument
Basis spread on variable rate (as a percent)	1.55%
Line of Credit | Bridge Loan Facility
Debt Instrument
Line of credit facility, borrowing capacity			$ 2,470,000,000
Line of credit facility, expiration period (in days)			364 days
Proceeds from line of credit				$ 0
Loss on extinguishment of debt, net					$ 10,400,000

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Debt - Principal Maturity Schedule (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
2017	$ 2,291
2018	100,827
2019	405,940
2020	144,891
2021	303,934
Thereafter	1,847,264
Total	$ 2,805,147	$ 1,781,466

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Debt - Amortization of Deferred Financing Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
2017	$ 1,283
2018	2,722
2019	2,728
2020	2,286
2021	2,008
Thereafter	4,097
Total	$ 15,124	$ 9,527

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Derivative Financial Instruments and Hedging Activities - Table of Derivative Financial Instruments (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) derivative	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) derivative	Jun. 30, 2016 USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Cash flow hedge ineffectiveness recorded in earnings	$ 21,000		$ 27,000
Derivative
Change in unrealized losses on cash flow hedges	748,000	$ 0	836,000	$ 0
Cash flow hedge gain (loss) expected to be reclassified during the next 12 months			500,000
Fair value interest rate derivatives	1,700,000		1,700,000
Aggregate termination value of derivative obligations had provisions been breached	$ 1,700,000		$ 1,700,000
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swaps
Derivative
Number of derivatives terminated | derivative	2
Terminated derivate, notional amount	$ 250,000,000
Terminated derivative, term (in years)	10 years
Terminated derivative, fixed interest rate (as a percent)	2.26%		2.26%
Payment of derivative termination costs	$ 700,000
Gain recorded in the change in fair value of derivative financial instruments	25,000
Change in unrealized losses on cash flow hedges	$ (700,000)
Number of instruments (in derivatives) | derivative	5		5
Notional amount	$ 190,074,000		$ 190,074,000

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Derivative Financial Instruments and Hedging Activities - Derivative Instruments Fair Value Table (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Derivatives, Fair Value
Asset Derivatives	$ 870		$ 870		$ 541
Liability Derivatives	1,569		1,569		1,920
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps
Derivatives, Fair Value
Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	(1,041)	$ 0	(1,205)	$ 0
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(293)	0	(369)	0
Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	(21)	$ 0	(27)	$ 0
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Receivables and other assets
Derivatives, Fair Value
Asset Derivatives	870		870		0
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Derivative financial instruments
Derivatives, Fair Value
Liability Derivatives	1,569		1,569		0
Not Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Receivables and other assets
Derivatives, Fair Value
Asset Derivatives	0		0		541
Not Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swaps | Derivative financial instruments
Derivatives, Fair Value
Liability Derivatives	$ 0		$ 0		$ 1,920

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Derivative Financial Instruments and Hedging Activities - Derivative Offsetting (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Offsetting of Derivative Assets
Asset Derivatives	$ 870	$ 541
Gross Amounts in the Consolidated Balance Sheets	0	0
Net Amounts of Assets Presented in the Consolidated Balance Sheets	870	541
Financial Instruments	0	0
Cash Collateral Received	0	0
Net Amount	870	541
Offsetting of Derivative Liabilities
Liability Derivatives	1,569	1,920
Gross Amounts in the Consolidated Balance Sheets	0	0
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets	1,569	1,920
Financial Instruments	0	0
Cash Collateral Received	0	0
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	$ 1,569	$ 1,920

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Stockholders' Equity and Partners' Capital - Textuals (Details)		1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 31, 2017 $ / shares	Jan. 31, 2016 USD ($)	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($) $ / shares
Common Stock Offerings
Total equity issued, including partners' capital units					$ 1,700,000,000
Proceeds from issuance of common stock					$ 1,624,222,000	$ 292,984,000
Common Stock Dividends
Dividends declared (in dollars per share) | $ / shares			$ 0.300	$ 0.295	$ 0.600	$ 0.590
Restricted Common Stock
Incentive Plan
Nonvested awards, total compensation cost not yet recognized			$ 9,600,000		$ 9,600,000
Period for recognition (in years)					1 year 11 months
Restricted Common Stock | General and Administrative Expense
Incentive Plan
Compensation expense			$ 1,300,000	$ 1,200,000	$ 3,800,000	$ 3,000,000
2006 Incentive Plan
Incentive Plan
Number of shares authorized (in shares) | shares			5,000,000		5,000,000
Number of shares available for grant (in shares) | shares			1,725,901		1,725,901
Subsequent Event
Common Stock Dividends
Increase in quarterly dividend return rate (as a percent)	1.70%
Dividends declared (in dollars per share) | $ / shares	$ 0.305
Annualized yield rate on common stock (in dollars per share) | $ / shares	$ 1.22
Public Offering
Common Stock Offerings
Shares issued, price per share (in dollars per share) | $ / shares			$ 28.50		$ 28.50
Issuance of common stock (in shares) | shares			54,625,000
Proceeds from issuance of common stock			$ 1,600,000,000
Weighted Average
Common Stock Offerings
Shares issued, price per share (in dollars per share) | $ / shares			$ 28.70		$ 28.70
ATM
Common Stock Offerings
Issuance of common stock (in shares) | shares					3,998,000
Proceeds from issuance of common stock					$ 125,700,000
Remaining amount of shares available for issuance			$ 51,400,000		$ 51,400,000
ATM | Maximum
Common Stock Offerings
Maximum amount of common stock authorized		$ 300,000,000
ATM | Weighted Average
Common Stock Offerings
Shares issued, price per share (in dollars per share) | $ / shares			$ 31.45		$ 31.45
Healthcare Trust of America Holdings, LP (HTALP)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend distribution ratio					1
Common Unit Offerings
Issuance of limited partner units in connection with an acquisition (in units) | shares					20,687
Issuance of partnership units in connection with an acquisition					$ 600,000
Common Stock Dividends
Dividends declared (in dollars per share) | $ / shares			$ 0.3000	$ 0.295	$ 0.600	$ 0.590

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Stockholders' Equity and Partners' Capital - Restricted Common Stock Activity (Details) - Restricted Common Stock - $ / shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Restricted Common Stock
Balance as of beginning of period (in shares)	640,870	487,850
Granted (in shares)	244,753	225,006
Vested (in shares)	(248,138)	(195,559)
Forfeited (in shares)	(47,344)	(22,167)
Balance as of end of period (in shares)	590,141	495,130
Weighted Average Grant Date Fair Value
Balance as of beginning of period (in dollars per share)	$ 27.36	$ 23.13
Granted (in dollars per share)	29.67	27.49
Vested (in dollars per share)	25.15	22.84
Forfeited (in dollars per share)	28.54	26.10
Balance as of end of period (in dollars per share)	$ 29.19	$ 25.09

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Fair Value of Financial Instruments - Assets and Liabilities at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets:
Derivative financial instruments, asset	$ 870	$ 541
Liabilities:
Derivative financial instrument, liability	1,569	1,920
Fair Value, Measurements, Recurring
Assets:
Derivative financial instruments, asset	870	541
Liabilities:
Derivative financial instrument, liability	1,569	1,920
Fair Value, Measurements, Recurring | Level 1
Assets:
Derivative financial instruments, asset	0	0
Liabilities:
Derivative financial instrument, liability	0	0
Fair Value, Measurements, Recurring | Level 2
Assets:
Derivative financial instruments, asset	870	541
Liabilities:
Derivative financial instrument, liability	1,569	1,920
Fair Value, Measurements, Recurring | Level 3
Assets:
Derivative financial instruments, asset	0	0
Liabilities:
Derivative financial instrument, liability	$ 0	$ 0

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Fair Value of Financial Instruments - Assets on Nonrecurring Basis (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets: MOB	$ 1,423	$ 8,191
Impairment charges on MOB	5,100
Medical Office Buildings, Building A
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Impairment charges on MOB		1,300
Medical Office Buildings, Building B
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Impairment charges on MOB		1,800
Level 1
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets: MOB	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets: MOB	1,423	8,191
Level 3
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Assets: MOB	$ 0	$ 0

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Fair Value of Financial Instruments - Textuals (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Debt, fair value	$ 2,830,300	$ 1,784,000
Debt, carrying value	$ 2,784,162	$ 1,768,905

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Per Share Data of HTA (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Shares of common stock excluded from the computation of diluted shares		4,200
Numerator:
Net (loss) income		$ (5,852)	$ 13,516	$ 8,148	$ 23,552
Net income attributable to noncontrolling interests	[1]	(66)	(442)	(521)	(618)
Net (loss) income attributable to common stockholders/unitholders		$ (5,918)	$ 13,074	$ 7,627	$ 22,934
Denominator:
Weighted average units outstanding - basic (in shares)		176,464	136,528	159,218	132,932
Weighted average number of shares/units outstanding — diluted (in shares)		176,464	140,512	163,490	135,876
Earnings per common share - basic
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Earnings per common share - diluted
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.09	$ 0.05	$ 0.17
HTA, Inc.
Numerator:
Net (loss) income		$ (5,852)	$ 13,516	$ 8,148	$ 23,552
Net income attributable to noncontrolling interests		(66)	(442)	(521)	(618)
Net (loss) income attributable to common stockholders/unitholders		$ (5,918)	$ 13,074	$ 7,627	$ 22,934
Denominator:
Weighted average units outstanding - basic (in shares)		176,464	136,528	159,218	132,932
Dilutive shares (in shares)		0	3,984	4,272	2,944
Weighted average number of shares/units outstanding — diluted (in shares)		176,464	140,512	163,490	135,876
Earnings per common share - basic
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Earnings per common share - diluted
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.09	$ 0.05	$ 0.17

[1] Includes amounts attributable to redeemable noncontrolling interests.

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Per Unit Data of HTALP (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Net (loss) income		$ (5,852)	$ 13,516	$ 8,148	$ 23,552
Net income attributable to noncontrolling interests	[1]	(66)	(442)	(521)	(618)
Net (loss) income attributable to common stockholders/unitholders		$ (5,918)	$ 13,074	$ 7,627	$ 22,934
Denominator:
Weighted average units outstanding - basic (in shares)		176,464	136,528	159,218	132,932
Weighted average number of shares/units outstanding — diluted (in shares)		176,464	140,512	163,490	135,876
Earnings per common unit - basic:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Earnings per common unit - diluted:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.09	$ 0.05	$ 0.17
Healthcare Trust of America Holdings, LP (HTALP)
Numerator:
Net (loss) income		$ (5,852)	$ 13,516	$ 8,148	$ 23,552
Net income attributable to noncontrolling interests		(22)	4	(52)	(27)
Net (loss) income attributable to common stockholders/unitholders		$ (5,874)	$ 13,520	$ 8,096	$ 23,525
Denominator:
Weighted average units outstanding - basic (in shares)		180,672	140,512	163,490	135,877
Dilutive units (in shares)		0	0	0	0
Weighted average number of shares/units outstanding — diluted (in shares)		180,672	140,512	163,490	135,877
Earnings per common unit - basic:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17
Earnings per common unit - diluted:
Net (loss) income attributable to common stockholders/unitholders (in dollars per share)		$ (0.03)	$ 0.10	$ 0.05	$ 0.17

[1] Includes amounts attributable to redeemable noncontrolling interests.

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Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Supplemental Disclosure of Cash Flow Information:
Interest paid	$ 31,175	$ 26,749
Income taxes paid	825	788
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures	2,919	2,961
Debt and interest rate swaps assumed and entered into in connection with an acquisition	286,000	20,376
Dividend distributions declared, but not paid	61,492	41,770
Issuance of operating partnership units in connection with an acquisition	610	70,754
Note receivable retired in connection with an acquisition	2,494	0
Note receivable included in the consideration of a disposition	0	3,000
Redeemable noncontrolling interest assumed in connection with an acquisition	0	5,231
Redemption of noncontrolling interest	$ 5,532	$ 0