8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 12, 2010

CommonWealth REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts	02458
(Address of Principal Executive Offices)	(Zip Code)

617-332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On November 12, 2010, CommonWealth REIT, or we, our or us, entered into a series of 20 agreements, or the Purchase Agreements, for the sale by us of 27 properties which are majority leased as medical office, clinic and biotech laboratory buildings, or MOBs, for sales prices aggregating $470 million, payable in cash.  The properties to be sold include approximately 2.8 million square feet in the aggregate and are located in 12 states.

The sales under the individual Purchase Agreements are scheduled to be completed in a series of separate closings expected to be completed by June 30, 2011.  The sales are subject to various closing conditions and contingencies typical of large commercial real estate transactions.  As a result, some or all of these sales may be delayed or may not occur.

The descriptions of the Purchase Agreements are qualified in their entirety by reference to the Purchase Agreements, which are filed as Exhibits 10.1 to 10.20 to this Current Report and incorporated herein by reference.

The 27 properties are to be purchased by, and the other parties to the Purchase Agreements are, Senior Housing Properties Trust, or SNH, and certain of its subsidiaries.  SNH was a 100% owned subsidiary of ours until SNH’s common shares were spun off to our shareholders in 1999.  As a result of agreements entered into by us, SNH and others in connection with the spin off and subsequently, SNH has a right of first refusal to purchase from us and our subsidiaries certain properties (approximately 4.6 million square feet) leased by us principally to tenants in medical related businesses, in the event that we determined to sell such properties or in the event of a change of control of us or of the subsidiary which owns such properties, including properties that are subject to Purchase Agreements. Excluding properties that are the subject of the Purchase Agreements, we continue to own 19 properties that remain subject to SNH’s right of first refusal.

We and SNH are managed by Reit Management & Research LLC, or RMR.  One of our Managing Trustees, Barry M. Portnoy, is the Chairman and majority beneficial owner of RMR. Our other Managing Trustee, Adam D. Portnoy, beneficially owns the remainder of RMR and is a director, President and Chief Executive Officer of RMR.  Messrs. Barry M. Portnoy and Adam D. Portnoy also serve as Managing Trustees of SNH, and Frederick N. Zeytoonjian serves as an Independent Trustee of us and of SNH.  Our and SNH’s executive officers are also officers of RMR.  SNH also owns 250,000 of our common shares.  The terms of the sales of the 27 properties were negotiated by special committees of each of our and SNH’s Boards of Trustees composed solely of independent trustees who are not also trustees of the other party.  Also, the sales prices for the properties to be sold were established by reference to an independent third party appraisal.

We currently own approximately 14.29% of the outstanding equity of Affiliates Insurance Company, or AIC.  The other shareholders of AIC are RMR and five other companies to which RMR provides management services, including SNH, and all of our Trustees and the trustees and directors of the other shareholders of AIC are also directors of AIC.

For more information about the relationships among us, our Trustees, our executive officers, SNH, RMR, AIC and other companies to which RMR provides management services, and risks which arise from these relationships, please refer to our filings with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (including the sections captioned “Business,” “Risk Factors” (as such section was revised and updated in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Person Transactions”), our Proxy Statement dated February 23, 2010 relating to our 2010 Annual Shareholders Meeting (including the information regarding our Trustees and executive officers in that Proxy Statement and the section captioned “Related Person Transactions and Company Review of Such Transactions”), our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010 (including the section captioned “Management’s Discussion

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and Analysis of Financial Condition and Results of Operations — Related Person Transactions”), and Item 1.01 in our Current Report on Form 8-K filed with the SEC on January 27, 2010.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS.   WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE” OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS.  THESE FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS AND THEIR IMPLICATIONS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR.

ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.  FOR EXAMPLE:

·THIS CURRENT REPORT STATES THAT WE HAVE AGREED TO SELL 27 PROPERTIES FOR $470 MILLION AND THAT THESE SALES ARE EXPECTED TO BE COMPLETED IN A SERIES OF SEPARATE CLOSINGS BY JUNE 30, 2011.  THE CLOSING OF THESE SALES ARE SUBJECT TO VARIOUS CONDITIONS TYPICAL OF LARGE, COMMERCIAL REAL ESTATE TRANSACTIONS.  AS A RESULT, SOME OR ALL OF THESE SALES MAY BE DELAYED AND MAY NOT OCCUR.

·THIS CURRENT REPORT STATES THAT THE TERMS OF THE SALES OF THE 27 PROPERTIES WERE NEGOTIATED BY SPECIAL COMMITTEES OF EACH OF OUR AND SNH’S BOARDS OF TRUSTEES COMPOSED SOLELY OF INDEPENDENT TRUSTEES WHO ARE NOT ALSO TRUSTEES OF THE OTHER PARTY AND THAT THE AGREED AGGREGATE SALES PRICE WAS ESTABLISHED BY REFERENCE TO AN INDEPENDENT THIRD PARTY APPRAISAL.  AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THE SALES PRICES AND OTHER TERMS OF THESE TRANSACTIONS ARE AS FAVORABLE TO US AS THOSE IN ARMS LENGTH TRANSACTIONS.  WE AND SNH ARE BOTH MANAGED BY RMR AND HAVE COMMON TRUSTEES AND HAVE OTHER RELATIONSHIPS.  ACCORDINGLY, WE AND SNH MAY BE CONSIDERED TO BE RELATED PARTIES, AND THERE CAN BE NO ASSURANCE THAT THE AGGREGATE SALES PRICE AND OTHER TERMS OF THE TRANSACTIONS ARE AS FAVORABLE TO US AS WE MAY HAVE OBTAINED IN ARMS LENGTH TRANSACTIONS.

OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN OUR FORWARD LOOKING STATEMENTS IN THIS CURRENT REPORT ARE DESCRIBED UNDER THE CAPTION “RISK FACTORS” IN EACH OF OUR ANNUAL REPORT ON FORM 10-K FOR OUR YEAR ENDED DECEMBER 21, 2009, AND OUR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2010.

YOU SHOULD NOT PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS.

EXCEPT AS REQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Item 8.01.              Other Events.

On November 12, 2010, we issued a press release announcing that we had entered agreements to sell 27 properties, which agreements are further described in Item 1.01 of this Current Report. A copy of that press release is attached as Exhibit 99.1.

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Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

10.1	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at 5 Hampshire Street, 15 Hampshire Street and 100 Hampshire Street, Mansfield, MA)
10.2	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Lakewood Property Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 7600 Capital of Texas Highway, Austin, TX)
10.3	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at One Southern Court, West Columbia, SC)
10.4	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 6937 IH-35 North-AM Founders, Austin, TX)
10.5	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 201 Executive Center Drive, Columbia, SC)
10.6	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at One Stuart Plaza, George Station Road, Greensburg, PA)
10.7	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 730 Holiday Drive, Pittsburgh, PA)
10.8	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 723 Dresher Road, Horsham, PA)
10.9	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 216 Mall Boulevard, King of Prussia, PA)
10.10	Purchase and Sale Agreement, dated as of November 12, 2010, by and between HRP NOM L.P., as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 5260 Naiman Parkway, Solon, OH)
10.11	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at AOC-Buena Vista Building, Buena Vista, SE, AOC-LAB Building, 1801A Randolph, SE, AOC-Randolph Building, 1801 Randolph, SE, and AOC-Sandia Vista Building, Buena Vista, SE, Albuquerque, NM)
10.12	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at 4411 The 25 Way and 4420 The 25 Way, Albuquerque, NM)
10.13	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property

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	located at 3000 Goffs Falls Road, Manchester, NH)
10.14	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 1305 Corporate Center Drive, Eagan, MN)
10.15	Purchase and Sale Agreement, dated as of November 12, 2010, by and between HRP NOM 2 L.P., as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 59 Executive Park South, Atlanta, GA)
10.16	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Blue Dog Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 866 North Main Street, Wallingford, CT)
10.17	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 40 Sebethe Drive, Cromwell, CT)
10.18	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Cedars LA LLC, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at Cedars Sinai I, 8631 West Third Street, East Tower and Cedars Sinai II, 8635 West Third Street, West Tower, Los Angeles, CA)
10.19	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 2444 West Las Palmaritas Drive, Phoenix, AZ)
10.20	Purchase and Sale Agreement, dated as of November 12, 2010, by and between HRPT Medical Buildings Realty Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 1295 Boylston Street, Boston, MA)
99.1	Press release dated November 12, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMONWEALTH REIT
By:	/s/ John C. Popeo
	John C. Popeo
	Treasurer and Chief Financial Officer

Dated: November 18, 2010

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EXHIBIT INDEX

Exhibit	Description
10.1	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at 5 Hampshire Street, 15 Hampshire Street and 100 Hampshire Street, Mansfield, MA)
10.2	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Lakewood Property Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 7600 Capital of Texas Highway, Austin, TX)
10.3	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at One Southern Court, West Columbia, SC)
10.4	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 6937 IH-35 North-AM Founders, Austin, TX)
10.5	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 201 Executive Center Drive, Columbia, SC)
10.6	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at One Stuart Plaza, George Station Road, Greensburg, PA)
10.7	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 730 Holiday Drive, Pittsburgh, PA)
10.8	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 723 Dresher Road, Horsham, PA)
10.9	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 216 Mall Boulevard, King of Prussia, PA)
10.10	Purchase and Sale Agreement, dated as of November 12, 2010, by and between HRP NOM L.P., as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 5260 Naiman Parkway, Solon, OH)
10.11	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at AOC-Buena Vista Building, Buena Vista, SE, AOC-LAB Building, 1801A Randolph, SE, AOC-Randolph Building, 1801 Randolph, SE, and AOC-Sandia Vista Building, Buena Vista, SE, Albuquerque, NM)
10.12	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at 4411 The 25 Way and 4420 The 25 Way, Albuquerque, NM)
10.13	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties

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	Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 3000 Goffs Falls Road, Manchester, NH)
10.14	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 1305 Corporate Center Drive, Eagan, MN)
10.15	Purchase and Sale Agreement, dated as of November 12, 2010, by and between HRP NOM 2 L.P., as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 59 Executive Park South, Atlanta, GA)
10.16	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Blue Dog Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 866 North Main Street, Wallingford, CT)
10.17	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 40 Sebethe Drive, Cromwell, CT)
10.18	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Cedars LA LLC, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the properties located at Cedars Sinai I, 8631 West Third Street, East Tower and Cedars Sinai II, 8635 West Third Street, West Tower, Los Angeles, CA)
10.19	Purchase and Sale Agreement, dated as of November 12, 2010, by and between Hub Properties Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 2444 West Las Palmaritas Drive, Phoenix, AZ)
10.20	Purchase and Sale Agreement, dated as of November 12, 2010, by and between HRPT Medical Buildings Realty Trust, as Seller, and Senior Housing Properties Trust, as Purchaser (with respect to the property located at 1295 Boylston Street, Boston, MA)
99.1	Press release dated November 12, 2010

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EX-10.1

Exhibit 10.1

5 Hampshire

15 Hampshire
100 Hampshire
Mansfield, MA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Retained Property	3
1.17	Seller	3
1.18	Title Company	3
1.19	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9

SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	13
9.1	Real Property Apportionments	13
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts, Complete Agreement, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	24
12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Thirty-One Million One Hundred Twenty-Five Thousand Eight Hundred Eighty Dollars ($31,125,880).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Retained Property”  shall have the meaning given such term in Section 4.1(d).

1.17     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.18     “Title Company”  shall mean Stewart Title Guaranty Company.

1.19     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      A long term land lease, parking easement and/or master deed, declaration of trust and related condominium documents, in form and substance reasonably satisfactory to the Seller and the Purchaser, as may be necessary to treat the Property and any adjacent land or improvements of the

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Seller not conveyed hereunder(the “Retained Property”) as separate tax parcels, with each in compliance with applicable law;

(e)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)       To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)      A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor

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compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a

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petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

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SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on

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such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to

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the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall

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have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

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SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal

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representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any

- 20 -

failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

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12.8       Counterparts, Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the

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Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights

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hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is

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or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

- 26 -

SCHEDULE A

Land

[See attached legal description.]

- 1 -

5 Hampshire Street 
Mansfield, MA

A certain parcel of land with improvements thereon situated on the northerly side of West Street in Mansfield, Bristol County, Massachusetts, shown as Lot Five on a plan entitled “Plan of Land in Mansfield, MA (Bristol County)” dated August 13, 1987, latest revision December 1, 1987, Sheet 1 of 2 by Beals and Thomas, Inc., recorded with the Bristol North Registry of Deeds as Plan No. 20 in Plan Book 262 and bounded and described according to said plan as follows:

Northerly by land of Trustees of Mansfield Corporate Center Realty Trust, three hundred sixty-nine and 19/100 (369.19) feet; Easterly by Hampshire Street, five hundred twenty and 55/100 (520.55) feet; Southeasterly by a curved line forming the intersection of Hampshire Street and West Street, seventy-nine and 02/100 (79.02) feet; Southerly by West Street by two courses measuring together three hundred and nineteen and 95/100 (319.95) feet; and Westerly by Lot Four on said plan, five hundred and fifty-two (552.00) feet.

Together with the easement rights appurtenant to Lot Five set forth in Restated Declaration of Easements dated December 4, 1987, recorded with said Deeds in Book 3647, Page 286.

Together with the easement rights appurtenant to Lot Five set forth in Deed dated May 19, 1980 recorded with the Bristol County Registry of Deeds in Book 2013, Page 261.

Being more particularly described as follows:

A certain parcel of land situated in the town of Mansfield, County of Bristol, Commonwealth of Massachusetts and is more particularly bounded and described as follows:

Beginning at a point in the northerly sideline of a public way known as West Street, said point also marks the southeasterly corner of land now or formerly of Albany international Corporation; thence running N 00-04-20 E along the easterly line of said Albany International Corporation a distance of 552.00 feet to a point in the southerly line of land now or formerly of Mansfield Corporate Center Realty Trust; thence running N 90-00-00 E along said southerly line a distance of 369.19 feet to a point in the westerly sideline of a public way known as Hampshire Street; thence running S 00-00-00 E along said

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westerly sideline a distance of 520.55 feet to a stone bound; thence running generally southwesterly still along said sideline along to a curve to the right having a radius of 50.00 feet an arc distance of 79.02 feet to a point in the northerly sideline of West Street; thence running generally westerly along said northerly sideline along a curve to the right having a radius of 970.00 feet an arc distance of 50.93 feet to a stone bound; thence running N 86-26-18 W still along said sideline a distance of 269.02 feet to the point of beginning.

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15 Hampshire Street 
Mansfield, MA

A certain lot of land situated off Hampshire Street in Mansfield, Bristol County, Massachusetts shown as Lot One on a plan entitled “Plan of Land in Mansfield, MA (Bristol County)” dated August 13, 1987, latest revision December 1, 1987 by Beals and Thomas, Inc., recorded with the Bristol North Registry of Deeds in Plan Book 262 as Plans 20 and 21 and bounded and described according to said plan as follows:

Easterly by Hampshire Street, five hundred forty-two and 62/100 (542.62) feet; Southeasterly by Lot Three as shown on said plan, forty-two and 43/100 (42.43) feet; Southerly by the same, four hundred (400.00) feet; Westerly by the same and by Lot Two as shown on said plan, six hundred two and 62/100 (602.62) feet; Northerly by said Lot Two, four hundred (400.00) feet; and Northeasterly by the same, forty-two and 43/100 (42.43) feet.

Together with an Easement Agreement dated April 29, 1986 recorded with said Deeds at Book 2988, Page 333, as affected by Certificate of Completion dated April.26, 1988 recorded with said Deeds as Instrument No.

14865, as affected by Restated Declaration of Easements recorded with said Deeds at Book 3647, Page 286, as affected by Partial Termination of Easements under declaration of easements recorded with said Deeds at Book 4714, Page 119.

Together with Easement dated April 23, 1987 recorded with said Deeds in Book 3402, Page 350.

Together with the easement rights appurtenant to Lot One set forth in Restated Declaration of Easements dated December 4, 1987, recorded with said Deeds in Book 3647, Page 286.

Together with the easement rights appurtenant to Lot One set forth in Deed dated May 19, 1980 recorded with the Bristol County Registry of Deeds in Book 2013, Page 261.
Also known as:

A certain parcel of land situated in the Town of Mansfield, County of Bristol, Commonwealth of Massachusetts and is more particularly bounded and described as follows:

Beginning at a point in the westerly sideline of a public way known as Hampshire Street, said point also marks the northeasterly corner of land now or formerly of Mansfield

Corporate Center Realty Trust; thence running the following three (3) courses along land of said Mansfield Corporate Center Realty Trust: S 45-00-00 W a distance of 42.43 feet to a point; N 90-00 -00 W a distance of 400.00 feet to a point; N 00-00-00 E a distance of 602.62 feet to a point in the southerly line of other land of said Mansfield Corporate Center Realty Trust; thence running N 90-00-00 E along said southerly line a distance of 400.00 feet to a point; thence running S 45-00-00 E still along said southerly line a distance of 42.43 feet to a point in the westerly sideline of said Hampshire Street; thence running S 00-00-00 E along said sideline a distance of 249.92 feet to a stone bound; thence running S 00-00-00 E along said sideline a distance of 292.70 feet to the point of beginning.

100 Hampshire Street 
Mansfield, MA

Lot 352D as shown on “Plan of Land in Mansfield, MA Cabot Business Park” prepared by Bay Colony Group, Inc., dated December 16, 2002 and recorded with the Bristol County Registry of Deeds February 6, 2003 in Plan Book 412, Page 45.

Together with the easement rights and obligations set forth in the instruments below:

Deed and Grant from WRC Properties, Inc. to the Town of Mansfield dated July 24, 1980 recorded in Book 1990, Page 94; as affected by instrument recorded in Book 2011, Page 98 and shown on Locus Plan recorded in Plan Book 154, Pages 50 to 53.

Deed from Daniel G. Wheeler and John M. Hines, Trustees of Mansfield Trust, u/d/t dated May 5, 1968 recorded in Book 1534, Page 638, to Codex Corporation dated October 31, 1974 recorded in Book 1669, Page 780.

SCHEDULE B

Rent Roll

[See attached copy.]

5 Hampshire Street 
Mansfield, MA

INDEX

Lease

5 Hampshire

Tyco Healthcare, Inc.

1.Amended and Restated Lease, dated August 1, 1988, by and between Mansfield Corporate Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

2.First Amendment of Amended and Restated Lease, dated October 6, 1988, by and between Mansfield Corporate Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

3.Second Amendment of Amended and Restated Lease, dated August 1, 1992, by and between Mansfield Corporation Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

4.Third Amendment to the Lease, dated November 15, 1996, by and between Allstate Life Insurance Company, successor in interest to Mansfield Corporation Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

5.Fourth Amendment to Lease, dated December, 1998, by and between ASP Mansfield L.L.C., successor in interest to Allstate Life Insurance Company (“Landlord”) and The Kendall Company (“Tenant”).

6.Fifth Amendment of Amended and Restated Lease, dated January 26, 2006, by and between Hub Properties Trust, successor in interest to Mansfield Corporation Center Limited Partnership, Allstate Life Insurance Company and ASP Mansfield L.L.C. (“Landlord”) and Tyco Healthcare Group LP, successor in interest to The Kendall Company (“Tenant”).

7.Guaranty, dated as of January 26, 2006, by Tyco International Group S.A. (“Guarantor”) in favor of Hub Properties Trust (“Landlord”).

8.Memorandum of Lease, dated February 28, 2006, by and between Hub Properties Trust (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).

9.Lease Alterations Consent Agreement, dated October 29, 2010, by and between Hub Properties Trust (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).  Re: Sidewalks

15 Hampshire Street 
Mansfield, MA

INDEX

Lease

15 Hampshire

Tyco HealthCare, Inc.

1.Amended and Restated Lease Agreement, dated August 1, 1988, by and by and between Mansfield Corporate Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

2.Amendment of Amended and Restated Lease, dated August 1, 1992, by and between Mansfield Corporate Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

3.Second Amendment to the Lease, dated December __, 1996, by and between Allstate Life Insurance Company, successor in interest to Mansfield Corporation Center Limited Partnership (“Landlord”) and The Kendall Company (“Tenant”).

4.Third Amendment of Amended and Restated Lease, dated January 26, 2006, by and between Hub Properties Trust, successor in interest to Mansfield Corporate Center Limited Partnership and Allstate Life Insurance Company (“Landlord”) and Tyco Healthcare Group LP, successor in interest to The Kendall Company (“Tenant”).

5.Guaranty, dated January 26, 2006, by Tyco International Group, S.A. (“Guarantor”) in favor of Hub Properties Trust (“Landlord”).  — Copy

6.Memorandum of Lease, dated February 28, 2006, by and between Hub Properties Trust (“Landlord’) and Tyco Healthcare Group LP (“Tenant”).

100 Hampshire Street 
Mansfield, MA

INDEX

Lease

100 Hampshire

Tyco HealthCare Group, L.P.

1.Guaranty, dated May __, 2001, by Tyco International Group, S.A. (“Guarantor”) to Motorola, Inc. (“Landlord”).

2.Lease Agreement, dated May 31, 2001, by and between Motorola, Inc. (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).

3.Notice of Lease, undated, by and between Motorola, Inc. (“Landlord”) and Tyco Healthcare Group LP (“Tenant”). Note: Not executed by Tenant.

4.First Amendment to Lease, dated October 30, 2001, by and between Motorola, Inc. (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).   Note: Not executed by Tenant.

5.Second Amendment to Lease, dated December 4, 2001, by and by and between Motorola, Inc. (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).

6.Third Amendment to Lease, dated July 25, 2003, by and between Mansfield Forbes LLC (“Landlord”) and Tyco Healthcare Group LP (“Tenant”). Note: Not Executed by Mansfield Forbes LLC.

7.Letter of Authority, dated August 4, 2004, from John C. Fitzpatrick, Director of Facilities and Maintenance, Tyco, accepted and agreed to by Tyco and David Lepore, Vice President, Hub Properties Trust (“Landlord”)  Re: AT&T’s equipment, located on and in the building, which shall be considered the property of AT&T and not a fixture to the real estate or building.

8.Termination of Guaranty, dated January 26, 2006, by Hub Properties Trust, as successor in interest to Motorola, Inc. and Mansfield Forbes LLC. Re: Termination of Guaranty dated May 31, 2001, by Tyco International Group

S.A. (“Guarantor”) for the benefit of Motorola, Inc. (“Motorola”).

9.Guaranty, dated January 26, 2006, by Tyco International Group, S.A. (“Guarantor”) in favor of Hub Properties Trust (“Landlord”).

10.Fourth Amendment to Lease, dated January 26, 2006, by and between Hub Properties Trust (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).

11.Memorandum of Lease, dated February 28, 2006, by and between Hub Properties Trust (“Landlord”) and Tyco Healthcare Group LP (“Tenant”).

SCHEDULE C

Form of Deed

QUITCLAIM DEED

Mansfield Forbes LLC, a Delaware limited liability company with its principal offices at c/o Berkeley Investments, Inc., 121 High Street, Boston, Massachusetts 02110 (“Grantor”), for consideration paid of Forty Two Million and 00/100 Dollars ($42,000,000), the receipt of which is hereby acknowledged, grants to Hub Properties Trust, a Maryland real estate investment trust, with its principal offices at c/o HRPT Properties Trust, 400 Centre Street, Newton, Massachusetts 02458, with QUITCLAIM COVENANTS:

Those certain parcels of land more particularly described on Exhibit A hereto and made a part hereof, together with all buildings and improvements thereon, and all easements, rights and interests appurtenant thereto, located in the Town of Mansfield, County of Bristol, Commonwealth of Massachusetts.

This conveyance is made subject to all real estate taxes assessed and not yet due and payable and all easements, covenants, restrictions, reservations, rights, agreements, takings, leases and other matters of record to the extent in force and applicable.

Being a portion of the premises conveyed to Grantor by deed of Motorola, Inc., dated as of December 5, 2001 and recorded with the Bristol County (Northern District) Registry of Deeds in Book 10053, Page 326.

(signatures appear on the following page)

IN WITNESS WHEREOF, the Grantor has caused this Quitclaim Deed to be duly executed as an instrument under seal as of the ____ day of August, 2003.

MANSFIELD FORBES LLC, a Delaware limited liability company
By:	Berkeley Investments, Inc., its manager
	By:
		Name:
		Title:

COMMONWEALTH OF MASSACHUSETTS	}	August 1, 2003
	} ss.
COUNTY OF SUFFOLK	}

Then personally appeared the above-named Young K. Park, the President & Treasurer of Berkeley Investments, Inc. the manager of Mansfield Forbes LLC, a Delaware limited liability company and acknowledged the foregoing instrument to be his free act and deed in said capacity and the free act and deed of said Mansfield Forbes LLC.

Notary Public

Print Name:

My Commission Expires:

EXHIBIT A

(see attached document)

EX-10.2

Exhibit 10.2

Lakewood Building A
7600 Capital of Texas Highway
Austin, TX

PURCHASE AND SALE AGREEMENT

by and between

LAKEWOOD PROPERTY TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	2
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10

7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	10
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	11
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	17
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	19
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	20
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	21
12.12	Time of Essence	21
12.13	Governing Law	21
12.14	Arbitration	21
12.15	Like Kind Exchange	22
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	23
12.19	Waiver and Further Assurances	23
12.20	State Specific Provisions	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between LAKEWOOD PROPERTY TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Five Million Three Hundred Sixty Thousand Fifty Dollars ($5,360,050).

1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver

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to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.   CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are

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customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

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SECTION 6.        REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by

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amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due

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and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal

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condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.        REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture,

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mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.        COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

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8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.        APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are

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to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)     If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

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(f)      At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due

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during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

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SECTION 10.      DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

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10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.      DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.      MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2         Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions

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contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)     By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance

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of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

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constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in

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writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange

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accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated December 14, 2000, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information

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necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20     State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
LAKEWOOD PROPERTY TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

Lakewood Building A
7600 Capital of Texas Highway North
Austin, TX

The building known as Lakewood Building A, 7600 Capital of Texas Highway North, Austin, Texas located on a portion of the parcel of land described below:

TRACT 1: Being all of that certain tract or parcel of land containing 11.548 acres, more or less, out of Lot 2, PIONEER VALLEY, a subdivision in Travis County, Texas, according to the map or plat thereof, recorded in Volume 77, Page(s) 114 of the Plat Records of Travis County, Texas, said tract being more particularly described by metes and bounds on Exhibit “A” attached hereto.

TRACT 2: A 30 foot access easement over a portion of Lot-1, Pioneer Valley, a subdivision in Travis County, Texas, according to the map or plat thereof, recorded in Volume 77, Page(s) 114 of the Plat Records of Travis County, Texas and being more particularly described by metes and bounds shown on Exhibit “B” attached hereto.

Exhibit A

AN 11.548 ACRE TRACT OR PARCEL OF LAND OUT OF THE ROBERT FOSTER SURVEY NO. 43 AND WILLIAM BELL SURVEY NO. 44, SITUATED IN THE CITY OF AUSTIN, TRAVIS COUNTY, TEXAS, BEING A PORTION OF LOT 2 PIONEER VALLEY, SUBDIVISION OF RECORD IN BOOK 77, PAGE 114 OF THE PLAT RECORDS OF TRAVIS COUNTY, TEXAS; SAID 11.548 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

BEGINNING at a point in the northerly line of North capital of Texas Highway (State Loop 360, R.O.W. varies), same being the southerly line of said Pioneer Valley, for the common southerly corner of Lot 1 of said Pioneer Valley and said Lot 2, and from which a 1/2 inch iron rod bears S48°43’23”E, a distance of 0.21 feet and also from which a concrete monument found in the northerly line of North Capital of Texas Highway, same being the southerly line of said Lot 1 bears N46°34’07”E, a distance of 83.94 feet;

THENCE, along the common line of said Lot 2 and North Capital of Texas Highway, the following two (2) courses and distances:

1)S46°34’07”W, a distance of 907.29 feet to a 1/2 inch iron rod found for an angle point;

2)556°35’00”W, a distance of 115.95 feet to a cotton spindle found for the southwesterly corner hereof, from which a 1/2 inch iron rod found in the northerly line of North Capital of Texas Highway, being the southeasterly corner of Lot 1 Creekbluff, a subdivision of record in Book 85, Page 138C of said plat records bears S56°35’00”W, a distance of 289.82 feet and S46°33’31”W, a distance of 52.22 feet;

THENCE, leaving the northerly line of North Capital of Texas Highway, over and across said Lot 2, along the westerly line hereof the following eight (8) courses and distances:

1)         N18°18’10W, a distance of 202.23 feet to a ½ inch iron rod for an angle point;

2)         N01’15’34”W, a distance of 125.31 feet to a ½ inch iron rod for an angle point;

3)         N15°18’59”E, a distance of 152.93 feet to a ½ inch iron rod for an angle point;

4)         N19°53’44”E, a distance of 125.58 feet to a ½ inch iron rod

for an angle point;

5)         N08°29’34”E, a distance of 301.34 feet to a ½ inch iron rod for an angle point;

6)         N18°36’27”E, a distance of 120.75 feet to a 1/2 inch iron rod set for an angle point;

7)         N28°05’36”E, a distance of 153.20 feet to a 1/2 inch iron rod set for an angle point;

8)N21°06’40”E, a distance of 131.73 feet to a 1/2 inch iron rod found in the northerly line of said Lot 2, being the southerly line of said Lot 1 of Pioneer Valley, from which a 1/2 inch iron rod found being the common northerly corner of said Lot 1 and said Lot 2 bears N43°27’37”W, a distance of 210.42 feet;

THENCE, S43°27’37”E, along the northeasterly line of said Lot 2, being the southerly line of said Lot 1, a distance of 779.46 feet to the POINT OF BEGINNING, containing an area of 11.548 acres (503,026 square feet) of land, more or less, within these metes and bounds.

Exhibit B

DESCRIPTION OF A THIRTY (30) FOOT WIDE STRIP OF LAND CONTAINING 0.306 ACRES OF LAND TO BE USED AS AN INGRESS AND EGRESS EASEMENT, OUT OF LOT 1, PIONEER VALLEY, A SUBDIVISION OF RECORD IN BOOK 77, PAGE 114 OF THE TRAVIS COUNTY PROPERTY RECORDS.  SAID STRIP, AS SHOWN ON THE ACCOMPANYING SKETCH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING at a point for most southerly corner of said Lot 1, same being the most easterly corner of Lot 2 of said Pioneer Valley, being in the west line of State Highway Loop 360 (variable width right of way), from which a concrete monument found in west right of way line of said loop 360, bears S 46° 35’ 00” W, a distance of 907.25 feet.

THENCE leaving said west right of way, with the southwest line of said Lot 1, being the northeast line of said Lot 2, N 43° 25’ 37” W, a distance of 30.00 feet to a point.

THENCE leaving said line, crossing said Lot 1, the following three (3) courses and distances:

1.N 46° 35’ 00” E a distance of 80.62 feet to a point.

2.N 33° 56’ 09” E, a distance of 360.68 feet to a point.

3.S 56° 03’ 51” E, a distance of 30.00 feet to a point in the said west line of loop 360, being the southeast line of said Lot 1.

THENCE, with said west line of loop 360, being the southeast line of said Lot 1, the following two (2) courses and distances:

1.S 33° 56’ 09” W, a distance of 364.00 feet to a concrete monument found, and

2.S 46° 35’ 00” W, a distance of 83.94 feet to the POINT OF BEGINNING and containing 0.306 acres of land.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

Lakewood A

Austin Diagnostic Clinic

1.Lease Agreement, dated July 1, 2004, by and between Lakewood Property Trust (“Landlord”) and The Austin Diagnostic Clinic, P.A. (“Tenant”).

2.Texas State Board of Pharmacy - Notarized Statement of Lease Agreement, dated November 16, 2004, by and between Lakewood Property Trust (“Landlord”) and Austin Diagnostic Clinic, P.A. (“Tenant”).

3.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession Premises, executed April 26, 2005 by Hub Properties Trust (“Landlord”) and The Austin Diagnostic Clinic, P.A. (“Tenant”). Re: Commencement Date occurred on February 7, 2005 and the Original Term will expire on February 6, 2015.

4.Consent to Occupancy, dated November 8, 2005, by and among Lakewood Property Trust (“Landlord”), The Austin Diagnostic Clinic, P.A. (“Tenant”) and Clinic Pathology Laboratories (“Occupant”).

INDEX
Lease

Lakewood A
Grande Communications

1.   Telecommunications License Agreement, dated July 20, 2006, by and between Grande Communications Networks, Inc. (“Licensee”) and Lakewood Property Trust (“Owner”).

INDEX

Lease

Lakewood A

New Cingular dba AT&T Mobility

1.Lease Agreement, dated August 8, 2001 by and between Lakewood Property Trust (“Landlord”) and Texas Cellular Telephone Company, L.P. d/b/a AT&T Wireless (“Tenant”).

2.First Amendment to Lease, dated January 8, 2007, by and between Lakewood Property Trust (“Landlord”) and Houston Cellular Telephone Company, L.P., successor in interest to Texas Cellular Telephone Company, L.P. d/b/a AT&T Wireless  (“Tenant”).

3.Extension Letter, dated May 28, 2010, from William Armstrong, Real Estate Specialist, AT&T Mobility (“Tenant”) to Kathy Mcduffie, Lakewood Property Trust.   Re:  Notice of Intent to Extend Lease Term and name change to New Cingular Wireless PCS, LLC dba AT & T Mobility.

INDEX

Lease

Lakewood A

Time Warner Entertainment

1.Cable License Agreement, dated August 15, 2004, by and between Time Warner Entertainment — Advance/New House Partnership, Austin Division d/b/a Time Warner Cable (“Licensee”) and Lakewood Property Trust (“Licensor”).

2.First Amendment to Cable License Agreement, dated October 4, 2010, Lakewood Property Trust (“Licensor”) and Time Warner Entertainment — Advance/New House Partnership, Austin Division d/b/a Time Warner Cable (“Licensee”).

Note:  License Agreement with amendments covers three different properties

·Lakewood Building A *

·Lakewood Building B

·Lakewood Building C

*SNH potential transfer property only

INDEX

Lease

Lakewood A

Time Warner Telecom of Texas

3.Telecommunications License Agreement, dated August 1, 2005, by and between Time Warner Telecom of Texas, L.P. (“Licensee”) and Lakewood Property Trust (“Owner”).

SCHEDULE C

Form of Deed

DEED
(Without Warranty)

THE STATE OF ______	} {
	} {
COUNTY OF	} {

THAT, HUB Properties Trust, a Maryland real estate investment trust (hereinafter referred to as “Grantor”), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to it in hand paid by Grantee, as hereinafter named, the receipt and sufficiency of which are hereby acknowledged and confessed

HAS GRANTED, SOLD, AND CONVEYED and by these presents does GRANT, SELL AND CONVEY unto Lakewood Property Trust, a Maryland real estate investment trust, whose mailing address is do HRPT Properties Trust, 400 Centre Street, Newton, MA 02458, (herein called “Grantee”, whether one or more), the following described property, to-wit:

TO HAVE AND TO HOLD the above described premises together with all and singular the rights and appurtenances thereto in anywise belonging unto said Grantee.  THIS CONVEYANCE IS MADE WITHOUT WARRANTY, AND IS GIVEN AND ACCEPTED WITHOUT WARRANTY EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES THAT MIGHT ARISE BY COMMON LAW AND THE WARRANTIES IN ‘5.023 OF THE TEXAS PROPERTY CODE (OR ITS SUCCESSOR) ARE EXCLUDED.

Taxes for the current year have been prorated to the date hereof and are assumed by the Grantee.

This conveyance is made subject to any and all valid conditions, restrictions, mineral interests, covenants and easements, if any, affecting the property conveyed hereby, now of record in the County Clerk’s Office of Travis County, Texas, the lien for current taxes and assessments not in default, any discrepancies, conflicts, or shortages in area or boundary lines or any encroachments or any overlapping of improvements and any existing building and zoning ordinances.

When this deed is executed by more than one person, or Grantee is more than one person, the pertinent verbs, nouns and pronouns were changed correspondingly, and when executed by a corporation, the words “heirs, executors and administrator” and “heirs and assigns”

THE STATE OF ______	} {
	} {
COUNTY OF	} {

Before me, the undersigned authority, on this day personally appeared                               , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purpose and consideration expressed therein.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS          DAY OF               , 2000.

	Notary Public, State of
	Notary’s Printed Name:
My Commission Expires:

EXHIBIT A

(See attached document)

SCHEDULE D

State Specific Provisions

1.           DPTA Waiver.  IT IS THE INTENT OF THE SELLER AND THE PURCHASER THAT THE RIGHTS AND REMEDIES WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE GOVERNED BY LEGAL PRINCIPLES OTHER THAN THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT.  ACCORDINGLY, TO THE MAXIMUM EXTENT APPLICABLE AND PERMITTED BY LAW (AND WITHOUT ADMITTING SUCH APPLICABILITY), THE PUCHASER HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, CHAPTER 17, SUBCHAPTER 3 (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.  FOR PURPOSES OF THE WAIVERS SET FORTH IN THIS AGREEMENT, THE PURCHASER HEREBY WARRANTS AND REPRESENTS UNTO THE SELLER THAT (A) THE PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, (B) THE PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH THE SELLER REGARDING THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, (C) THE PURCHASER IS REPRESENTED BY LEGAL COUNSEL THAT IS SEPARATE AND INDEPENDENT OF THE SELLER AND THE SELLER’S LEGAL COUNSEL AND (D) THE PURCHASER HAS CONSULTED WITH THE PURCHASER’S LEGAL COUNSEL REGARDING THIS AGREEMENT PRIOR TO THE PURCHASER’S EXECUTION OF THIS AGREEMENT AND VOLUNTARILY CONSENTS TO THIS WAIVER.

2.           Independent Contract Consideration.  The Seller and Purchaser agree that the amount of One Hundred Dollars ($100.00) (the “Independent Contract Consideration”) has been bargained for and delivered by the Purchaser to the Seller as consideration for Seller’s execution and delivery of this Agreement and for the Purchaser’s rights hereunder, and is independent of any other consideration or payment provided for in this Agreement and, notwithstanding anything to the contrary contained herein, is non-refundable in all events.

EX-10.3

Exhibit 10.3

One Southern Court
West Columbia, SC

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

Page

SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	2
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	10
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	11
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	17
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	19
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	20
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	21
12.12	Time of Essence	21
12.13	Governing Law	21
12.14	Arbitration	21
12.15	Like Kind Exchange	22
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	23
12.19	Waiver and Further Assurances	23

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Four Million Seven Hundred One Thousand Eight Hundred Dollars ($4,701,800).

1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver

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to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)(i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are

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customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

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SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by

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amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due

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and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal

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condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture,

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mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

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8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are

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to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

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(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due

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during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

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SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

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10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions

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contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance

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of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

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constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in

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writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange

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accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information

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necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

One Southern Court
West Columbia, SC

Legal Description

All that certain piece, parcel or lot of land, together with all improvements thereon, situate, lying and being in the County of Lexington, State of South Carolina, and being shown and delineated as Lot B, Containing 5.04 Acres on a plat prepared for R. Mike Stamps by Ronald W. Fisher, P.L.S. #17296, dated February 11, 1994, and recorded in the Office of the Register of Deeds for Lexington County, SC in Plat Book 283, at Page 57; said lot having such boundaries and measurements as shown on said plat.

All that certain piece, parcel or lot of land, with  the improvements thereon, situate, lying and being in the Town of West Columbia, County of Lexington, State of South Carolina, containing .20 acre and shown on a plat prepared for Mike R. Stamps by Benjamin H. Whetstone Associates dated September 20, 1999, recorded in the Office of the Register of Deeds for Lexington County in Plat Book 288, at Page 541 and having the following metes and bounds:  Beginning at the southeast corner of said property and running S 87° 47’ 11” W along the right of way of Southern Court for a distance of Twelve (12.00) feet to an iron; thence turning and running along a curve the chord of which runs N 51° 15’ 53” W along the right of way of Southern Court for a distance of 32.77 feet to an iron; thence turning and running along the curve the chord of which runs N 11° 04’ 03” W along the right of way of Lott Court for a distance of 41.96’ to an iron; thence turning and running along a curve the chord of which runs N 15° 48’ 38” E along the right of way of Lott Court for a distance of 27.14 feet to an iron; thence turning and running along a curve, the chord of which runs N 05° 50’ 06” E along the right of way of Lott Court for a distance of 68.73 feet to an iron; thence turning and running along a curve, the chord of which runs N 56° 06’ 03” W along the right of way of Lott Court for a distance of 35.37 feet to an iron; thence turning and running S 75° 59’ 27” E along a portion of Lot 3 as shown on said plat for a distance of 33.17 feet to an iron; thence turning and running S 76° 13’ 13” E along a portion of Lot 3 for a distance of 67.96 feet to an iron; thence turning and running S 13° 57’ 54” W along Lot B as shown on said plat for a distance of 155.82 feet to the point of beginning; be all measurements a little more or less.

Less and except Parcel D 1 on Slide 76, Plat 8

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

One Southern CT

PSS World Medical

1.Lease Agreement, dated October 1, 2005, by and between Palmetto Park Associates - One Southern Court, LLC (“Landlord”) and Southern Anesthesia & Surgical, Inc. (“Tenant”).

2.Confirmation of Assignment and Assumption of Lease, dated March 31, 2007, by and between PSS World Medical, Inc. (“Parent Company”), Hub Properties Trust, successor in interest to Palmetto Park Associates - One Southern Court, LLC (“Landlord”), Southern Anesthesia & Surgical, Inc. (“Subsidiary Company”).  Note: Per Articles of Merger and Agreement and Plan of Merger dated March 23, 2007, Southern Anesthesia & Surgical, Inc., the Subsidiary Company merged with and into PSS World Medical, Inc., the Parent Company.

SCHEDULE C

Form of Deed

Prepared by (and after recording

return to):

Elizabeth S. Wigon, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, MA  02109

At the Direction of:

[   insert name of attorney]

Nelson Mullins Riley & Scarborough, LLP

Meridian, 17th Floor

1320 Main Street

Columbia, SC 29201

LIMITED WARRANTY DEED

(One Southern Court, West Columbia, South Carolina)

STATE OF SOUTH CAROLINA     )

  )        LIMITED WARRANTY DEED

COUNTY OF ___________________        )

KNOW ALL MEN BY THESE PRESENTS, that PALMETTO PARK ASSOCIATES - ONE SOUTHERN COURT LLC, a South Carolina limited liability company (the “Grantor”), whose address is 164 Lott Court, West Columbia, South Carolina 29160, for and in consideration of FIVE MILLION DOLLARS ($5,000,000), paid at and before the sealing of these presents by HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Grantee”), whose address is c/o HRPT Properties Trust, 400 Centre Street, Newton, Massachusetts 02458, the receipt and sufficiency of which are hereby acknowledged, have granted, bargained, sold and released, and by these presents does grant, bargain, sell and release, unto the said Grantee, its successors and assigns forever, the following described property to wit:

See Exhibit A attached hereto and incorporated herein by reference.

TOGETHER with all and singular, the rights, members, hereditaments and appurtenances to the said premises belonging, or in anywise incident or appertaining.

TO HAVE AND TO HOLD all and singular the premises before mentioned unto the said Grantee, its successors and assigns, forever.

And the Grantor does hereby bind itself and its successors and assigns, to warrant and forever defend, all and singular, said premises unto the said Grantee, its successors and assigns, against itself and its successors and assigns, and any persons whomsoever lawfully claiming by, through or under Grantor, but not otherwise, the same or any part thereof.

THIS CONVEYANCE is made expressly subject to the matters set forth on Exhibit B attached hereto and incorporated herein by reference.

[INTENTIONALLY LEFT BLANK; SIGNATURES CONTAINED ON NEXT PAGE]

WITNESS its hand and seal as of the ___ day of December, 2006.

	GRANTOR:
Signed, sealed and	PALMETTO PARK ASSOCIATES -
delivered in the presence	ONE SOUTHERN COURT LLC,
of:	a South Carolina limited liability
	company
	By:
		Name:
		Title:
Print Name:
Print Name:

STATE OF SOUTH CAROLINA     )

)            ACKNOWLEDGEMENT

COUNTY OF _______________________   )

The foregoing instrument was acknowledged before me this ____ day of December, 2006, by ___________________, ___________________ of PALMETTO PARK ASSOCIATES - ONE SOUTHERN COURT LLC, a South Carolina limited liability company, on behalf of the limited liability company.

Notary Public

My commission expires:

[NOTARY SEAL]

One Southern Court

West Columbia, South Carolina

Exhibit A

Legal Description

[see attached]

Exhibit B

PERMITTED EXCEPTIONS

EX-10.4

Exhibit 10.4

6937 IH 35 North-AM Founders

Austin, TX

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	2
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10

7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	10
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	11
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	17
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	19
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	20
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	21
12.12	Time of Essence	21
12.13	Governing Law	21
12.14	Arbitration	21
12.15	Like Kind Exchange	22
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	23
12.19	Waiver and Further Assurances	23
12.20	State Specific Provisions	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Seven Million Fifty-Two Thousand Six Hundred Ninety Dollars ($7,052,690).

1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver

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to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are

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customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

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SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by

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amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due

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and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal

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condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture,

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mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

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8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are

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to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

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(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due

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during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

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SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

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10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions

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contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance

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of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

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constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in

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writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange

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accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information

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necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20     State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

6937 IH 35, North-American Founders
Austin, TX

Metes and Bounds Description
3.259 Acres (141,960 Square Feet)
James P. Wallace Survey, No. 57
Travis County, Texas

BEING a tract containing 3.259 acres (141,960 square feet) of land situated in the James P. Wallace Survey, No. 57 of Travis County, Texas and being all of a called 3.259 acre tract recorded in a deed to 6937 North IH 35, LTD in Volume 12186, Page 1123 of the Real Property Records, Travis County, Texas (R.P.R.T.C.T.).  Said 3.259 acre tract being more particularly described by metes and bounds as follows with all bearings referenced to said deed:

BEGINNING at a ½-inch iron rod found in the curving easterly right-of-way line of Interstate Highway 35, for the northwest corner of a called 7.861 acre tract recorded in a deed to ,VMS Texas Hotel Associates recorded in Volume 9472, Page 374 R.P.R.T.C.T. and for the southwest corner of said 3.259 acre tract;

THENCE, 125.30 feet along and with the said easterly right-of-way line for Interstate Highway 35 and with the arc of said curve to the right, with a Radius of 5,579.65 feet, a Delta Angle of 01° 17’ 12” and a Chord Bearing and Distance of North 20° 40’ 00” East, 125.30 feet to a ½-inch iron rod found for the end of the curve herein described;

THENCE, North 27° 10’ 00” East; continuing along and with the said easterly right-of-way line for Interstate Highway 35, a distance of 216.62 feet to a ½-inch iron rod found for northwest corner of said 3.259 acre tract and the westerly southwest corner of Lot 1, “Central Freight Lines, Inc., Austin Terminal” a subdivision recorded in Book 69, Page 63 Travis County, Texas Plat Records
THENCE, along the line common to said 3.259 acre tract and said Central Freight Lines tract, South 60° 00’ 00” East, a distance of 426.75 feet to a point from which a ½-inch iron rod found bears South 48°44’24” East, a distance of 1.98 feet;

THENCE, continuing along the line common to said 3.259 acre tract and said Central Freight Lines tract, South 29° 26’ 04” West, a distance of 340.02 feet to a ¾-inch iron pipe found in the northerly line of said 7.861 acre tract and being the southeast corner of said 3.259 acre tract;

THENCE, along the line common to said 3.259 acre tract and said 7.861 acre tract, North 60° 00’ 00” West, a distance of 399.12 feet to the POINT OF BEGINNING and containing a computed area of 141,960 square (oat or 3.259 acres of land.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

6937 North IH-35

Covenant Management

1.Sublease Agreement, dated October 1, 1999, by and between Austin Regional Clinic, P.A. (“Sublessor”) and Birch & Davis Health Management Corporation (“Sublessee”). Re: Term October 1, 1999 — August 31, 2001. -Terminated

2.Consent to Sublease Agreement, dated September 24, 1999, by and among Hub Properties Trust (“Landlord”), Austin Regional Clinic (“Tenant”) and Birch & Davis Health Management Corporation (“Subtenant”).

INDEX

Lease

6937 North IH-35

Covenant Management

1.Office Lease Agreement, dated April 22, 1997, by and between 6937 N. IH-35, Ltd. (“Landlord”) and Austin Regional Clinic (“Tenant”).

2.First Amendment to Lease, dated July 9, 1997, by and between 6937 N. IH-35, Ltd. (“Landlord”) and Austin Regional Clinic (“Tenant”).

3.Second Amendment to Lease, dated July 5, 2005, by and between Hub Properties Trust, successor in interest to 6937 N. IH-35, Ltd. (“Landlord”) and Covenant Management Systems, L.P., successor in interest to Austin Regional Clinic (“Tenant”).

4.Third Amendment to Lease, dated May 1, 2006, by and between Hub Properties Trust (“Landlord”) and Covenant Management Systems, L.P. (“Tenant”).

INDEX

Lease

6937 North IH-35

Covenant Management

1.Lease of Storage Space, dated February 5, 2008, by and between Hub Properties Trust (“Landlord”) and Covenant Management Systems, L.P. (“Tenant”).

INDEX

Lease

6937 North IH-35

Time Warner Entertainment

1.Right of Entry Agreement, dated August 13, 2009, by and between Hub Properties Trust (“Owner”) and Time Warner Entertainment-Advance/Newhouse Partnership dba Time Warner Cable (“Operator”).

INDEX
Lease

6937 North IH-35

WellMed Medical Management, Inc.

1.Lease Agreement, dated June 20, 2005, by and between Hub Properties Trust (“Landlord”) and PSO Health Services, LLC (“Tenant”).

2.First Amendment to Lease, dated February 2, 2008, by and between Hub Properties Trust (“Landlord”) and PSO Health Services, LLC (“Tenant”).

3.Second Amendment to Lease, dated May 29, 2008, by and between Hub Properties Trust (“Landlord”) and PSO Health Services, LLC (“Tenant”).

4.Assignment and Assumption of Lease, dated October 20, 2008, by and between PSO Health Services, LLC (“Assignor”) and Wellmed Medical Management, Inc. (“Assignee”).

5.Third Amendment to Lease, dated November 18, 2008, by and between Hub Properties Trust (“Landlord”) and Wellmed Medical Management, Inc. (“Tenant”).

SCHEDULE C

Form of Deed

SPECIAL WARRANTY DEED

STATE OF TEXAS	}
	}
COUNTY OF TRAVIS	}

6937 NORTH IH-35, LTD., a Texas limited partnership (“Grantor”), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) paid to Grantor and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, and CONVEY unto HUB PROPERTIES TRUST, a Maryland real estate investment trust, (“Grantee”), that certain land located in Travis County, Texas, and being more particularly described in Exhibit “A” attached hereto and incorporated herein by reference (the “Land”), together with all structures, fixtures, buildings and improvements situated on the Land (such buildings, structures, fixtures and improvements being herein called the “Improvements”), together with all rights, privileges, easements and appurtenances thereto and all gaps, strips, hiatuses, gores and any land lying in the bed of any street, road or avenue, open or proposed, public or private, in front of or adjoining the Land or any part thereof (the Land, Improvements and other property, rights, privileges and interests described above are hereinafter collectively referred to as the “Property”).

TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances pertaining thereto, unto Grantee and Grantee’s successors and assigns forever; and Grantor does hereby bind itself and its successors to warrant and forever defend the Property unto Grantee and Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, however, this conveyance is made by Grantor and accepted by Grantee subject to (a) all regulations, restrictions, laws, statutes, ordinances and obligations presently in effect which affect the Property and which are imposed by any regulatory, governmental or quasi-governmental districts, entities, agencies, authorities or other bodies having jurisdiction over the Property (“Governmental Authorities”), and (b) the restrictive covenants and easements of record in the Real Property Records of Travis County, Texas, set forth in Exhibit “B” attached hereto and other matters described in Exhibit “B” all of which are incorporated herein by reference.

EXECUTED on the date set forth in the acknowledgment attached hereto to be effective as of 27th of January, 1998.

GRANTOR:
6937 NORTH IH-35, LTD.,
By: RIVERSIDE RESOURCES CORPORATION, ITS GENERAL PARTNER
By:
	Name:
	Title:

STATE OF TEXAS	}
	}
COUNTY OF TRAVIS	}

This instrument was acknowledged before me on January 27, 1998, by Donald J. Reese, President of RIVERSIDE RESOURCES CORPORATION, a Texas corporation on behalf of such corporation, the general partner of 6937 North IH-35, Ltd.

Notary Public in and for the State of Texas

Commission Expires:

Grantee’s Mailing Address:

HUB Properties Trust
400 Centre Street
Newton, Massachusetts 03458

After Recording, Return To:

Austin Title Company
3600 Bee Cave Road
Suite 100
Austin, Texas  78746-5382

EXHIBIT A TO SPECIAL WARRANTY DEED

(See attached document)

EXHIBIT B TO SPECIAL WARRANTY DEED

PERMITTED EXCEPTIONS

1.Restrictive covenants recorded in Volume 1676, Page 25, Deed Records, Travis County, Texas.

2.Taxes for the year 1998 and subsequent years.

3.An easement dated August 5, 1974, granted to City of Austin by American Founders Life Insurance Company, recorded in Volume 5000, Page 2078, Deed Records, Travis County, Texas, and all rights incident thereto a portion of which was released by instrument dated June 1, 1994, as recorded in Volume 12204, Page 1012, Real Property Records, Travis County, Texas.

4.An easement dated March 18, 1975, granted to City of Austin by American Founders Life Insurance Company, recorded in Volume 5147, Page 408, Deed Records, Travis County, Texas, and all rights incident thereto.

5.An easement dated May 17, 1961, granted to City of Austin by O.K. Building Properties, Inc., recorded in Volume 2313, Page 214, Deed Records, Travis County, Texas.

SCHEDULE D

State Specific Provisions

1.           DPTA Waiver.  IT IS THE INTENT OF THE SELLER AND THE PURCHASER THAT THE RIGHTS AND REMEDIES WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE GOVERNED BY LEGAL PRINCIPLES OTHER THAN THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT.  ACCORDINGLY, TO THE MAXIMUM EXTENT APPLICABLE AND PERMITTED BY LAW (AND WITHOUT ADMITTING SUCH APPLICABILITY), THE PUCHASER HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, CHAPTER 17, SUBCHAPTER 3 (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), TEXAS BUSINESS AND COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.  FOR PURPOSES OF THE WAIVERS SET FORTH IN THIS AGREEMENT, THE PURCHASER HEREBY WARRANTS AND REPRESENTS UNTO THE SELLER THAT (A) THE PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, (B) THE PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH THE SELLER REGARDING THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, (C) THE PURCHASER IS REPRESENTED BY LEGAL COUNSEL THAT IS SEPARATE AND INDEPENDENT OF THE SELLER AND THE SELLER’S LEGAL COUNSEL AND (D) THE PURCHASER HAS CONSULTED WITH THE PURCHASER’S LEGAL COUNSEL REGARDING THIS AGREEMENT PRIOR TO THE PURCHASER’S EXECUTION OF THIS AGREEMENT AND VOLUNTARILY CONSENTS TO THIS WAIVER.

2.           Independent Contract Consideration.  The Seller and Purchaser agree that the amount of One Hundred Dollars ($100.00) (the “Independent Contract Consideration”) has been bargained for and delivered by the Purchaser to the Seller as consideration for Seller’s execution and delivery of this Agreement and for the Purchaser’s rights hereunder, and is independent of any other consideration or payment provided for in this Agreement and, notwithstanding anything to the contrary contained herein, is non-refundable in all events.

EX-10.5

Exhibit 10.5

201 Executive Center Drive
Columbia, SC

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

			Page
SECTION 1.	DEFINITIONS		1
1.1		Agreement	1
1.2		Business Day	1
1.3		Closing	1
1.4		Closing Date	1
1.5		Existing Survey	1
1.6		Existing Title Policy	2
1.7		Improvements	2
1.8		Land	2
1.9		Leases	2
1.10		Other Property	2
1.11		Permitted Exceptions	2
1.12		Property	2
1.13		Purchase Price	2
1.14		Purchaser	2
1.15		Rent Roll	3
1.16		Seller	3
1.17		Title Company	3
1.18		Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING		3
2.1		Purchase and Sale	3
2.2		Closing	3
2.3		Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.		3
3.1		Title	3
3.2		No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO		5
4.1		Closing Documents	5
4.2		Title Policy	6
4.3		Environmental Reliance Letters	6
4.4		Condition of Property	6
4.5		Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE		6
5.1		Purchase Price	6
5.2		Closing Documents	6
5.3		Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER		7
6.1		Status and Authority of the Seller	7
6.2		Action of the Seller	7
6.3		No Violations of Agreements	7
6.4		Litigation	7
6.5		Existing Leases, Etc.	7
6.6		Agreements, Etc.	9
6.7		Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER		10
7.1		Status and Authority of the Purchaser	10

7.2		Action of the Purchaser	10
7.3		No Violations of Agreements	10
7.4		Litigation	11
SECTION 8.	COVENANTS OF THE SELLER		11
8.1		Approval of Agreements	11
8.2		Operation of Property	11
8.3		Compliance with Laws, Etc.	11
8.4		Compliance with Agreements	11
8.5		Notice of Material Changes or Untrue Representations	12
8.6		Insurance	12
8.7		Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS		12
9.1		Real Property Apportionments	12
9.2		Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY		16
10.1		Casualty	16
10.2		Condemnation	16
10.3		Survival	17
SECTION 11.	DEFAULT		17
11.1		Default by the Seller	17
11.2		Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS		17
12.1		Allocation of Liability	17
12.2		Brokers	17
12.3		Publicity	18
12.4		Notices	18
12.5		Waivers, Etc.	19
12.6		Assignment; Successors and Assigns	20
12.7		Severability	20
12.8		Counterparts Complete Agreement, Etc.	20
12.9		Performance on Business Days	21
12.10		Attorneys’ Fees	21
12.11		Section and Other Headings	21
12.12		Time of Essence	21
12.13		Governing Law	21
12.14		Arbitration	21
12.15		Like Kind Exchange	22
12.16		Recording	23
12.17		Non-liability of Trustees of Seller	23
12.18		Non-liability of Trustees of Purchaser	23
12.19		Waiver and Further Assurances	23

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Five Million Two Hundred Sixty-Six Thousand Ten Dollars ($5,266,010).

1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver

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to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are

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customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

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SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by

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amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due

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and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal

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condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.        REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture,

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mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.        COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

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8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.        APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are

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to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)     If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

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(f)      At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due

- 14 -

during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

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SECTION 10.      DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

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10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.      DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.      MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions

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contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance

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of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

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constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in

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writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange

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accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).  The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information

- 23 -

necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real
estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief
	Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a
Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

- 25 -

SCHEDULE A

Land

[See attached legal description.]

201 Executive Center Drive
Columbia, SC

All that certain piece, parcel or lot of land with buildings and improvements thereon and the appurtenances thereunto belonging, situate, lying and being in the state of South Carolina, County of Lexington, near the City of Columbia, being known, numbered and designated as Lot 7, inclusive, on that certain plat entitled “Koger Executive Center”, dated November 15, 1982, and recorded in the Office of the Register of Deeds for Lexington County in Plat Book 190-G, Page 149, Plat #175, Reference to which is hereby made for a more particular description of the property.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

201 Executive Park Drive

Carolina Care Plan, Inc.

1.Lease Agreement, dated November 9, 2001, between SBP Columbia, LLC (“Landlord”) and Carolina Care Plan, Inc. (“Tenant”).

2.Lease Amendment No. 1, dated December 8, 2005, between SBP Columbia, LLC (“Landlord”) and Carolina Care Plan, Inc. (“Tenant”).

SCHEDULE C

Form of Deed

Prepared by (and after recording

return to):

Louis A. Monti, Esq.

Sullivan & Worcester LLP

One Post Office Square

Boston, MA  02109

At the Direction of:

At the Direction of:

M. Todd Haynie, III, Esq.

Haynsworth Sinkler & Boyd, P.A.

1426 Main Street, Suite 1200

Columbia, SC  29201-2834

LIMITED WARRANTY DEED

(Synergy Business Park, Columbia, South Carolina)

STATE OF SOUTH CAROLINA	)
	)	LIMITED WARRANTY DEED
COUNTY OF LEXINGTON	)

KNOW ALL MEN BY THESE PRESENTS, that SBP COLUMBIA, L.L.C., a Virginia limited liability company holding an undivided ninety percent (90%) interest, and MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company holding an undivided ten percent (10%) interest (jointly and severally, the “Grantor”), whose address is c/o Harbor Group International, 999 Waterside Drive, Suite 2300, Norfolk, Virginia 23510, for and in consideration of FIFTY-ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($51,100,000), paid at and before the sealing of these presents by HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Grantee”), whose address is c/o HRPT Properties Trust, 400 Centre Street, Newton, Massachusetts 02458, the receipt and sufficiency of which are hereby acknowledged, have granted,

bargained, sold and released, and by these presents does grant, bargain, sell and release, unto the said Grantee, its successors and assigns forever, the following described property to wit:

See Exhibit A attached hereto and incorporated herein by reference.

TOGETHER with all and singular, the rights, members, hereditaments and appurtenances to the said premises belonging, or in anywise incident or appertaining.

TO HAVE AND TO HOLD all and singular the premises before mentioned unto the said Grantee, its successors and assigns, forever.

And the Grantor does hereby bind itself and its successors and assigns, to warrant and forever defend, all and singular, said premises unto the said Grantee, its successors and assigns, against itself and its successors and assigns, and any persons whomsoever lawfully claiming by, through or under Grantor, but not otherwise, the same or any part thereof.

THIS CONVEYANCE is made expressly subject to the matters set forth on Exhibit B attached hereto and incorporated herein by reference.

[INTENTIONALLY LEFT BLANK; SIGNATURES CONTAINED ON NEXT PAGE]

WITNESS its hand and seal as of the ___ day of May, 2006.

	GRANTOR:
Signed, sealed and	SBP COLUMBIA, L.L.C., a Virginia
delivered in the presence	limited liability company
of:
	By:		Synergy SC Managing Co., Inc., a
			Virginia corporation, its manager
Print Name:
		By:
		Name:
		Title:
Print Name:
	MARINER CROSSING COLUMBIA, L.L.C., a
	Virginia limited liability company
	By:	Mariner SC Managing Co., Inc., a
		Virginia corporation, its manager
Print Name:
		By:
		Name:
		Title:
Print Name:

COMMONWEALTH OF VIRGINIA	)
		)	ACKNOWLEDGEMENT
COUNTY OF		)

The foregoing instrument was acknowledged before me this ____ day of May, 2006, by ___________________, ___________________ of Synergy SC Managing Co., Inc., a Virginia corporation, as Manager of SBP COLUMBIA, L.L.C., a Virginia limited liability company, on behalf of the limited liability company.

Notary Public

My commission expires:

[NOTARY SEAL]

COMMONWEALTH OF VIRGINIA	)
		)	ACKNOWLEDGEMENT
COUNTY OF		)

The foregoing instrument was acknowledged before me this ____ day of May, 2006, by ___________________, ___________________ of Mariner SC Managing Co., Inc., a Virginia corporation, as Manager of MARINER CROSSING COLUMBIA, L.L.C., a Virginia limited liability company, on behalf of the limited liability company.

Notary Public

My commission expires:

[NOTARY SEAL]

Synergy Business

Park

Columbia, South

Carolina

Exhibit A

Property Description

All that certain piece, parcel or lot of land with buildings and improvements thereon and the appurtenances thereunto belonging, situate, lying and being in the state of South Carolina, County of Lexington, near the City of Columbia, being known, numbered and designated as Lots 1 through 10, inclusive, on that certain plat entitled “Koger Executive Center”, dated November 15, 1982, and recorded in the Office of the Register of Deeds for Lexington County in Plat Book 190-G, Page 149, Plat #175.  Reference to which is hereby made for a more particular description of the property.

This being the same property conveyed to SBP Columbia, L.L.C., a Virginia limited liability company and Mariner Crossing Columbia, L.L.C., a Virginia limited liability company by deed of Centoff Realty Company, Inc., a Delaware corporation (successor-by-merger to Carocen Realty Company, Inc., a Delaware corporation, and Koger Office Park, Inc., a Florida corporation) recorded on October 31, 2000 in Record Book 6848, Page 137; and by Quit-Claim Deed recorded on October 31, 2000, in Record Book 6848, Page 129, all in the Office of the Register of Deeds for Lexington County, South Carolina.

TMS#s: 003697-02-069, 003697-02-022, 003697-02-072, 003697-02-062, 003697-02-063, 003697-02-066, 003697-02-058, and  003697-02-057.

Exhibit B

PERMITTED EXCEPTIONS

Taxes for the year 2006 and subsequent years, are a lien not yet due and payable

Rights of tenants, as tenants only, under recorded and unrecorded leases.

Reservation of Timber contained in deed from E.F. Metze to J.A. Jackson, dated 11/07/1905, recorded in Book ZZ, Page 232.  [Lots 1-10, inclusive]

Easement granted South Carolina Electric & Gas Company, Inc. by instrument recorded in Deed Book 11J, Page 244.  [Lots 1-10]

Easement granted South Carolina Electric & Gas Company, Inc. by instrument recorded in Deed Book 752, Page 160.  [Lot 5 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 751, Page 191.  [Lot 5 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 752, Page 290.  [Lots 4 & 5 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 752, Page 293.  [Lots 8, 9 & 10 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 560, Page 347.  [Lots 1 & 2 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 607, Page 116.  [Lots 3 & 6 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 607, Page 119.  [Lots 7 & 8 Only]

Easement granted Mid-Carolina Electric Cooperative, Inc. by instrument recorded in Deed Book 459, Page 124.  [Lots 8, 9 and 10]

Easement granted City of Columbia by instrument recorded in Deed Book 1430, Page 169.  [Lots 8 & 9 Only]

Easement granted City of Columbia by instrument recorded in Deed Book 540, Page 8.  [Lots 1, 2, 3 & 8 Only]

Easement granted Southern Bell Telephone and Telegraph Company by instrument recorded in Deed Book 751, Page 76.  [Lot 5 Only]

Declaration of Covenants with the City of Columbia recorded in Deed Book 2756, Page 315.  [Lot 7 Only]

Non-Exclusive easement and License for Access, Ingress and Egress to Lot 9, Block V, Woodland Hills, recorded in Book 471, Page 247 and shown on plat recorded in Plat Book 64-G, Page 120.  [Lot 6 Only]

Grant of relocated easements and rights of way to Alpine Utilities, Inc. recorded in Deed Book 542, Page 280.  [Lots 2, 3, 4, 5, 8, 9 & 10]

EX-10.6

Exhibit 10.6

Owens & Minor Buildings
One Stuart Plaza, George Station Rd.
Greensburg, PA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Thirteen Million Three Hundred Six Thousand Eighty Dollars ($13,306,080).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii)

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)(i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;

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(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be

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held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

Owens & Minor Building
Donahue Road
Greensburg, PA

ALL THAT CERTAIN parcel, piece or tract of land situate in the Township of Hempfield, County of Westmoreland and Commonwealth of Pennsylvania, being comprised of Parcel No. 8-A in Revision No. 2 of the Plan of Subdivision for Westmoreland County Industrial Park and of Parcel No. 8¬B in the Westmoreland County Industrial Park No. 1 Plan, Revision No. 5, as recorded in the Office of the Recorder of Deeds of Westmoreland County, Pennsylvania, in Plan Book Volume 87, page 566, and Plan Book Volume 89, pages 1416, respectively, and being more particularly bounded and described as follows, to-wit:

BEGINNING at a point, said point being the southwest corner of Parcel 8-A in Revision No. 2 of the Plan of Subdivision for the Westmoreland County Industrial Park as recorded in Plan Book Volume 87, page 566, said point being North 16 degrees 06 minutes 45 seconds East and distant 119.86 feet from a concrete monument, said concrete monument being the northwest corner of the property now or formerly of Ann Rudd Saxman and a corner of the Westmoreland County Nature Park Preserve; thence along the line of said Westmoreland County Nature Park Preserve and Parcel 8-B in the Westmoreland County Industrial Park No. 1 Plan, Revision No. 5, as recorded in Plan Book Volume 89, pages 1416, North 33 degrees 53 minutes 26 seconds East, 83.44 feet to a concrete monument; thence North 67 degrees 46 minutes 23 seconds West, a distance of 247.25 feet to a concrete monument;

thence continuing by the same, North 20 degrees 10 minutes 09 seconds East, a distance of 326.84 feet to a concrete monument; thence continuing by the same, North 47 degrees 31 minutes 35 seconds West, a distance of 174.12 feet to an iron pin, said iron pin being a corner common to the Westmoreland County Nature Park Preserve, Parcel 8-B in the aforesaid Westmoreland County Industrial Park Plan No. 1, Revision No. 5, and Parcels 4-B and S in the aforesaid Westmoreland County Industrial Park Plan No. 1, Revision No. 2; thence along the dividing line of said Parcels 8-B and 5, North 54 degrees 04 minutees 57 seconds East, a distance of 354.32 feet to an iron pin at the corner of the Westmoreland County Civil Preparedness Tract; thence along the dividing line of the Westmoreland County Civil Preparedness Tract and said Parcel 8-B, South 36 degrees 50 minutes 05 seconds East, a distance of 391.48 feet to a point on the line of the aforementioned Parcel 8-A in the Westmoreland County Industrial Park Plan No. 1, Revision No. 2, said point being a corner of said Parcel 8-B and the Westmoreland County Civil

Preparedness Tract; thence along the dividing line of the Westmoreland County Civil Preparedness Tract and said Parcel 8-A, North 33 degrees 53 minutes 26 seconds East, a distance of 191.32 feet to a point; thence continuing by the same, North 01 degrees 01 minutes 45 seconds West, a distance of 127.79 feet to an iron pin at a corner common to Parcels 6, 8-A, and 13 in the aforementioned Westmoreland County Industrial Park Plan No. 1, Revision No. 2, and the Westmoreland County Civil Preparedness Tract; thence along the dividing line of said Parcels 8-A and 6, North 87 degrees 48 minutes 15 seconds East, a distance of 554.21 feet to a point at the corner of Parcel 8-A and Parcel 9 in the Westmoreland County Industrial Park Plan No. 1, Revision No. 2; thence along the dividing line of said Parcels 8¬A and 9, South 02 degrees 56 minutes 45 seconds West, a distance of 671.73 feet to a point on the northerly line of Industrial Park No. 1 Access Road, also known as County Road 06432, 50 feet in width; thence along the northerly line of said Industrial Park No. 1 Access Road, South 86 degrees 32 minutes 15 seconds West, a distance of 308.09 feet to a point; thence continuing by - the same, by the arc of a circle curving to the left and having a radius of 72.50 feet, an arc distance of 206.04 feet to a point at the corner of the aforementioned Westmoreland County Nature Park Preserve and of said Parcel 8-A; thence along the dividing line of said Parcel 8-A and Westmoreland County Nature Park Preserve, South 82 degrees 46 minutes 50 seconds West, a distance of 505.06 feet to a point at the place of beginning.

CONTAINING an area of 16.0079 acres.

BEING designated as Tax Parcels: 50-16-00-0-146 and 50-16-00-0192.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

Owens & Minor

Excela Health

1.Lease Agreement, dated August 22, 2006, by and between Hub Properties Trust (“Landlord”) and Excela Health (“Tenant”).

2.Commencement Letter, dated March 6, 2007, from Hub Properties Trust (“Landlord”) agreed and accepted by Excela Health (“Tenant”). Re: Commencement Date of Lease is August 31, 2006.

3.First Amendment to Lease, dated July 1, 2007, by and between Hub Properties Trust (“Landlord”) and Excela Health (“Tenant”).

4.Confirmation of Lease Term, dated September 13, 2007, by and between Hub Properties Trust (“Landlord”) and Excela Health (“Tenant”).

INDEX

Lease

Owens & Minor

Owens & Minor, Ste 1000, 1300 & Whse

1.Office Lease Agreement, dated August 22, 2006, by and between Hub Properties Trust (“Landlord”) and Owens & Minor Distribution, Inc. (“Tenant”).

2.First Amendment of Lease, dated March 23, 2007, by and between Hub Properties Trust (“Landlord”) and Owens & Minor Distribution, Inc. (“Tenant”).

3.Confirmation of Lease Term, dated June 25, 2007, by and between Hub Properties Trust (“Landlord”) and Owens & Minor Distribution, Inc. (“Tenant”).

SCHEDULE C

Form of Deed

[Greensburg, PA]

SPECIAL WARRANTY DEED

COSTA FAMILY ASSOCIATES, a Pennsylvania limited partnership having a place of business at ______________________, ___________________, PA as Grantor

IN CONSIDERATION OF TEN DOLLARS and no/100 ($10.00), and other good and valuable consideration, the receipt of which is hereby acknowledged by Grantor, hereby grants, bargains, sells and conveys to HUB PROPERTIES TRUST, a Maryland real estate investment trust, having a place of business at 400 Centre Street, Newton, Massachusetts 02158 as Grantee,

all that certain land and improvements thereon, as more particularly described on Exhibit A attached hereto, subject to matters of record.

Subject to the matters of record, Grantor warrants specially the title to the property hereby conveyed against all persons whomsoever lawfully claiming or to claim the same, or any part thereof, as against its own acts and not against the acts of others.

WITNESS the execution hereof, under seal, as of the ____ day of May, 1998.

	GRANTOR:
	COSTA FAMILY ASSOCIATES
ATTEST:	By:	CHRISTINA LAND COMPANY, INC.
		its sole general partner
		By:
			Alfonso A. Costa
			President
			[Seal]

THE ADDRESS OF GRANTEE

IS 400 CENTRE STREET, NEWTON,

MASSACHUSETTS  02158

By:

EXHIBIT A

(See attached document)

EX-10.7

Exhibit 10.7

730 Holiday Dr.

Pittsburgh, PA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Retained Property	3
1.17	Seller	3
1.18	Title Company	3
1.19	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9

SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	13
9.1	Real Property Apportionments	13
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	24
12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Nine Million Nine Hundred Twenty Thousand Seven Hundred Ninety Dollars ($9,920,790).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Retained Property”  shall have the meaning given such term in Section 4.1(d).

1.17“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.18“Title Company”  shall mean Stewart Title Guaranty Company.

1.19“Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii)

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)(i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)A long term land lease, parking easement and/or master deed, declaration of trust and related condominium documents, in form and substance reasonably satisfactory to the Seller and the Purchaser, as may be necessary to treat the Property and any adjacent land or improvements of the

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Seller not conveyed hereunder(the “Retained Property”) as separate tax parcels, with each in compliance with applicable law;

(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor

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compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a

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petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

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SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on

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such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to

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the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall

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have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

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SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal

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representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any

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failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

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12.8Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the

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Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights

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hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is

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or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

730 Holiday Drive (730 Anderson Drive)
Pittsburg (Green Tree), PA

ALL that certain lot or parcel of ground situate in the Borough of Green Tree, Allegheny County and Commonwealth of Pennsylvania, being more particularly bounded and described as follows, to-wit:

BEGINNING at a point on the westerly line of Holiday Drive, 55.00 feet wide, as laid out on Foster Plaza Plan, recorded in the Office of the Recorder of Deeds for Allegheny County in Plan Book

Volume 123, pages 68-71, said point being the northeasterly corner of Lot 3 and being located the following two (2) courses and distances along the westerly line of Holiday Drive from the point of reverse curvature at the intersection of the northerly line of Andersen Drive, 50.00 feet wide, with the westerly line of Holiday Drive:

(1)by a line curving to the right, having a radius of 377.50 feet, an arc distance of 194.72 feet to a point of tangency, the chord of said line being North 27° 07’ 07” West, a distance of 192.57 feet;

(2)North 12° 20’ 30” West, a distance of 188.50 feet;

thence from said beginning point, along the northerly line of Lot 3, South 52° 43’ 40” West, a distance of 258.33 feet to a point; thence continuing along the same, South 37° 16’ 20” East, a distance of 77.50 feet to a point; thence continuing along the northerly line of Lot 3 and the northerly line of Lot 4, South 52° 43’ 40” West, passing the corner of Lot 3 and Lot 4 at a distance of 415 feet, a total distance of 826.71 feet to a point on the easterly line of Parcel C; thence along the easterly line of Parcel C, North 11° 38’ 54” West, a distance of 366.0 feet to a point at the southwesterly corner Lot 6; thence along the southerly line of Lot 6, North 52° 43’ 40” East, a distance of 823.59 feet to a point; thence continuing along the same, North 77° 39’ 30” East, a ‘distance of 200.00 feet to a point on the westerly line of Holiday Drive; thence along the westerly :line of Holiday Drive, South 12° 20’ 30” East, a distance of 185.48 feet to a point at the place of beginning.

TOGETHER with the benefits of the following easements as set forth in Deed Book 7219, page 539:

(a)Easement, 20 feet in width, for ingress, egress and regress for the benefit of Lot 4A, Lot 5 and Lot 6, over and across and through Lot 3A in the Foster Plaza Plan:

BEGINNING at a point on the Northerly line of Andersen Drive, at the corner of Lot 3A and Lot 4A; thence along the line of Lot 4A, North 37° 16’ 20” West a distance of 310.00 feet to a point on the line of Lot 5; thence along the line of Lot 5, North 52° 43’ 40” East a distance of 20.00 feet to a point; thence, by a line through Lot 3A, South 37° 16’ 20” East a distance of 310.00 feet to a point on the Northerly line of Andersen Drive; thence, along the Northerly line of Andersen Drive, South 52° 43’ 40” West a distance of 20.00 feet to the corner of Lot 4A and Lot 3A, the place of beginning.

(b)Easement, 20 feet in width, for ingress, egress and regress for the benefit of Lot 3A, Lot 5 and Lot 6, over, across and through Lot 4A in the Foster Plaza Plan;

BEGINNING at a point on the Northerly line of Andersen Drive, at the corner of Lot 3A and Lot 4A; thence, along the Northerly line of Andersen Drive, South 52° 43’ 40” West a distance of 20.00 feet to a point; thence, by a line through Lot 4A, North 37° 16’ 20” West a distance of 310.00 feet to a point on the line of Lot 5; thence, along the line of Lot 5, North 52° 43’ 40” East a distance of 20.00 feet to the corner of Lot 4A and Lot 3A; thence, along the line of Lot 4A and Lot 3A, South 37° 16’ 20” East a distance of 310.00 feet to the point on the Northerly line of Andersen Drive, at the place of beginning.

AND ALSO together with the benefits of the following easements as shown on Plan Book 123,

(c)Easement, 50 feet in width, for ingress, egress and regress for the benefit of Lot 5 and Lot 6, over, across and through Lot 3A in the Foster Plaza Plan.

BEGINNING at a point with the Westerly line of Holiday Drive, said point being located South 12° 20’ 30” East a distance of 113.50 feet from the Southeasterly corner of Lot 5; thence, from said point, along the Westerly line of Holiday Drive, South 12° 20’ 30” East a distance of 50.00 feet to a point; thence through Lot 3A, by a line curving to the right, having a radius of 150.00 feet, an arc distance of 182.60 feet to a point on the Southerly line of Lot 5, said point being 155.20 feet along the said Southerly line from the intersection of the said Southerly line with the Westerly line of Holiday Drive; thence, along the Southerly line of Lot 5, North 52° 43’ 40” East a distance of

50.26 feet to a point; thence, through Lot 3A, by a line curving to the left having a radius of 100.00 feet, an arc distance of 125.84 feet to a point on the Westerly line of Holiday Drive, at the place of beginning.

(d)An Easement for Utilities, for the benefit of Lot 5, across the northeasterly corner of Lot 3, the Northerly line of said easement being described as follows:

BEGINNING at a point on the Westerly line of Holiday Drive, 55 feet in width, said point being located North 12° 20’ 30” West a distance of 13.98 feet from the point of curvature for a 377.50 foot radius curve in the said Westerly line of Holiday Drive; thence, from said beginning point through Lot 3, South 84° 15’ 23” West a distance of 202.94 feet to an angle point in the dividing line of Lot 3 and Lot 5.

Together with rights set forth in Deed Book 12143, page 114, as amended in Deed Book 12584, page 593.

ALSO being Lot 5 in the Foster Plaza Plan, as recorded in the Recorders Office of Allegheny County in Plan Book Volume 123, pages 68 to 71.

Block and Lot 38-A-85

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

730 Holiday Drive

Aetna Life Insurance

1.Indenture of Lease, dated March 11, 1997, by and between Foster Plaza Associates (“Landlord”) and Aetna Life Insurance Company (“Tenant”).

2.Memorandum of Lease, dated March 11, 1997, by and between Foster Plaza Associates (“Landlord”) and Aetna Life Insurance Company (“Tenant”).

3.Amendment No. 1, dated November 25, 1997, by and between Foster Plaza Associates (“Landlord”) and Aetna Life Insurance Company (“Tenant”).

4.Amendment No. 2, dated December 30, 2003, by and between Foster Plaza Holding Corp. (“Landlord”) and Aetna Life Insurance Company (“Tenant”).

5.Amendment No. 3, dated April 30, 2010, by and between Hub Properties Trust, successor in interest to Foster Plaza Holding Corp. (“Landlord”) and Aetna Life Insurance Company (“Tenant”).

6.Letter Agreement, dated September 27, 2010, from Anthony A. Janakas, Aetna Life Insurance Company (“Tenant”) acknowledged and agreed to by David M. Lepore, Hub Properties Trust (“Landlord”).  Re:  Use of space for staging of construction.

INDEX

Lease

730 Holiday Drive

AT&T Corporation

1.Right of Entry and License Agreement, dated June 1, 1997, by and between Quality Construction Associates (“Landlord”) and Parkway Management Associates (“Tenant”).

INDEX

Lease

730 Holiday Drive

Chronicity

1.Office Lease Agreement, dated October 29, 2004, by and between Foster Plaza Holding Corp. (“Landlord”) and Fibromyalgia and Fatigue Center Inc. (“Tenant”).

2.Consent Letter, dated August 21, 2007, from Hub Properties Trust agreed to by Francis Chow, Executive Officer, Fibromyalgia and Fatigue Center Inc. Re: Landlord’s consent to the merger of Fibromyalgia and Fatigue Centers, Inc. into Chronicity, Inc.

INDEX

Lease

730 Holiday Drive

Clearwire US LLC

1.Lease Agreement, dated June 1, 2007, by and between Hub Properties Trust (“Landlord”) and Clearwire US LLC (“Tenant”).

2.Confirmation of Lease Term, dated February 25, 2008, by and between Hub Properties Trust (“Landlord”) and Clearwire US LLC (“Tenant”).

3.First Amendment to Lease, dated June 7, 2010, by and between Hub Properties Trust (“Landlord”) and Clearwire US LLC (“Tenant”).

INDEX

Lease

730 Holiday Drive

Comcast Cable Communications

Note:  See property # 604250 for Lease.

One lease with amendments covers nine different properties:

604250415 Holiday Drive, Ste. CABLE

604251425 Holiday Drive, Ste. CABLE

604252601 Holiday Drive, Ste. CABLE

604253501 Holiday Drive, Ste. CABLE

604254651 Holiday Drive, Ste. CABLE

604255681 Andersen Drive, Ste. CABLE

604256661 Andersen Drive, Ste. CABLE

604257730 Holiday Drive, Ste. CABLE

604258680 Andersen Drive Ste., CABLE

INDEX

Lease

730 Holiday Drive

CSX Transportation, Inc.

1.Lease Agreement, dated October 9, 1987, by and between Foster Plaza Associates (“Landlord”) and CSX Transportation, Inc. (“Tenant”).

2.Amendment to Lease, dated March 11, 1992, by and between Foster Plaza Associates (“Landlord”) and CSX Transportation, Inc. (“Tenant”).

3.Lease Renewal Agreement, dated May 22, 1997, by and between Foster Plaza Associates (“Landlord”) and CSX Transportation, Inc. (“Tenant”).

4.Amendment to Lease, dated June 5, 1998, by and between Foster Plaza Associates (“Landlord”) and CSX Transportation, Inc. (“Tenant”).

5.Fourth Amendment to Leaset, dated April 25, 2003, by and between Foster Plaza Holding Corp. (“Landlord”) and CSX Transportation, Inc. (“Tenant”).

6.Fifth Amendment to Lease, dated July 23, 2008, by and between Hub Properties Trust, successor in interest to Foster Plaza Associates (“Landlord”) and CSX Transportation, Inc. (“Tenant”).

INDEX

Lease

730 Holiday Drive

Debiase & Levine Associates

1.Office Lease Agreement, dated June 24, 1994, by and between Foster Plaza Associates (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”).

2.Amendment to Lease, dated February 19, 1998, by and between Foster Plaza Associates (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”).

3.Second Amendment to Lease, dated May 29, 2002, by and between Foster Plaza Holding Corp. (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”).

4.Third Amendment to Lease, dated March 7, 2005, by and between Foster Plaza Holding Corp. (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”).

5.Rider to Third Amendment to Lease, dated May 2, 2005, by and between Foster Plaza Holding Corp. (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”).

6.Fourth Amendment to Lease, dated March 18, 2009, by and between Hub Properties Trust, successor in interest to Foster Plaza Associates (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”). Re: Extension & future expansion into Ste. 315

7.Confirmation of Lease Term, dated July 17, 2009, by and between Hub Properties Trust (“Landlord”) and Debiase & Levine Associates, Inc. (“Tenant”).

INDEX

Lease

730 Holiday Drive

Digital River Marketing

1.Lease Agreement, dated July 27, 2006, by and between Hub Properties Trust (“Landlord”) and Digital River Marketing Solutions, Inc. (“Tenant”).

2.Guaranty, dated July 27, 2006, from Digital River Inc. (“Guarantor”) to Hub Properties Trust (“Landlord”).

3.Confirmation of Lease Term, dated February 9, 2007, by and between Hub Properties Trust (“Landlord”) and Digital River Marketing Solutions, Inc. (“Tenant”).

4.First Amendment to Lease, dated September 24, 2009, by and between Hub Properties Trust (“Landlord”) and Digital River Marketing Solutions, Inc. (“Tenant”).

INDEX

Lease

730 Holiday Drive

Hyperactive Tech

1.Lease Agreement, dated August 14, 2006, by and between Hub Properties Trust (“Landlord”) and Hyperactive Technologies, Inc. (“Tenant”).

2.Confirmation of Lease Term, dated November 29, 2006, by and between Hub Properties Trust (“Landlord”) and Hyperactive Technologies, Inc. (“Tenant”).

3.First Amendment to Lease, dated February 24, 2009, by and between Hub Properties Trust (“Landlord”) and Hyperactive Technologies, Inc. (“Tenant”).  Re:  Tenant moving out of Ste. 400 and in to Ste. 450.

INDEX

Lease

730 Holiday Drive

Norfolk Southern Railway

1.Lease for Rooftop Telecommunications Facility, dated April 6, 2000, by and between Quality Construction Associates and Parkway Management Associates (“Landlord”) and Norfolk Southern Railway Company (“Tenant”).

INDEX

Lease

730 Holiday Drive

T-Mobile USA

2.Lease Agreement, dated March 2, 2006, by and between Hub Properties Trust (“Landlord”) and Voicestream Pittsburgh, L.P. (“Tenant”).

SCHEDULE C

Form of Deed

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED, made as of the ____ day of September, 2005 by and between Foster Plaza Holding Corp., a Pennsylvania corporation, party of the first part, and Hub Properties Trust, a Maryland real estate investment trust, party of the second part, WITNESSETH, that the party of the first part, for and in consideration of the sum of Ten and No/100 Dollars in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, by these presents does GRANT, BARGAIN, SELL, REMISE, RELEASE AND CONVEY unto the party of the second part, and to its successors and assigns, FOREVER, the following described real estate, situated in the Borough of Greentree, County of Allegheny and State of Pennsylvania, commonly known as Buildings I, VII, VIII, and X of Foster Plaza and as more fully described as follows in Exhibit A attached hereto and made a part hereof.

Together with all of the party of the first part’s right, title and interest in the improvements, hereditaments, easements and appurtenances thereunto belonging, or in anyway appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, either in law or equity, of, in and to the above described premises, with the improvements, hereditaments, easements and appurtenances (collectively, the “Property”): TO HAVE AND TO HOLD the Property, unto the party of the second part, its successors and assigns forever.

Subject to all coal and mining rights, rights of way easements, covenants, conditions, exceptions, reservations and restrictions as may be contained in prior instruments of record, or are apparent upon inspection of the Property.

Subject to those items set forth on Exhibit B, attached hereto and made a part hereof.

To have and to hold said described hereditaments and the premises hereby granted and released, or mentioned and intended so to be, with the appurtenances, unto the party of the second part, its successors and assigns, to and for the only proper use and behalf of the party of the second part, its successors and assigns, forever

And the party of the first part does covenant, promise and agree, to and with the party of the second part, its successors

and assigns, by these presents, that the party of the first part, will WARRANT SPECIALLY the Property hereby conveyed.

NOTICE THE UNDERSIGNED, AS EVIDENCED BY THE SIGNATURE(S) TO THIS NOTICE AND THE ACCEPTANCE AND RECORDING OF THIS DEED, (IS, ARE) FULLY COGNIZANT OF THE FACT THAT THE UNDERSIGNED MAY NOT BE OBTAINING THE RIGHT OF PROTECTION AGAINST SUBSIDENCE, AS TO THE PROPERTY HEREIN CONVEYED, RESULTING FROM COAL MINING OPERATIONS AND THAT THE PURCHASED PROPERTY, HEREIN CONVEYED, MAY BE PROTECTED FROM DAMAGE DUE TO MINE SUBSIDENCE BY A PRIVATE CONTRACT WITH THE OWNERS OF THE ECONOMIC INTEREST IN THE COAL.  THIS NOTICE IS INSERTED HEREIN TO COMPY WITH THE BITUMINOUS MINE SUBSIDENCE AND LAND CONSERVATION ACT OF 1966, AS AMENDED 189, OCT. 10, P.L. 874, NO. 156 §1.

WITNESS:

NOTICE - THIS DOCUMENT MAY NOT SELL, CONVEY, TRANSFER INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL MAY HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING, OR OTHER STRUCTURE ON OR IN SUCH LAND. (This Notice is set forth in the manner provided in Section 1 of the Act of July 17, 1957, P.L. 984.)

CERTIFICATE OF RESIDENCE

I, ______________, the undersigned, hereby certify that the precise residence of the party of the second part herein named is 400 Centre Street, Newton, Massachusetts 02458.

For Hub Properties Trust

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, said the party of the first part has executed these presents on the day and year first above written.

		Foster Plaza Holding Corp.,
		a Pennsylvania corporation
		By:
Witness			Howard Edelman, Vice President
STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY, that the above named Howard Edelman of Foster Plaza Holding Corp., personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Vice President, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free and voluntary act of said Corporation as such officer for the uses and purposes therein set forth.

Given under my hand and Notary Seal, this ___ day of September, 2005.

Notary Public

EXHIBIT A

(See attached document)

EXHIBIT B

(see attached document)

EX-10.8

Exhibit 10.8

723 Dresher Rd.

Horsham, PA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	“Agreement”	1
1.2	“Business Day”	1
1.3	“Closing”	1
1.4	“Closing Date”	1
1.5	“Existing Survey”	1
1.6	“Existing Title Policy”	2
1.7	“Improvements”	2
1.8	“Land”	2
1.9	“Leases”	2
1.10	“Other Property”	2
1.11	“Permitted Exceptions”	2
1.12	“Property”	2
1.13	“Purchase Price”	2
1.14	“Purchaser”	2
1.15	“Rent Roll”	3
1.16	“Seller”	3
1.17	“Title Company”	3
1.18	“Update”	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10

7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	10
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	11
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	17
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	19
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	20
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	21
12.12	Time of Essence	21
12.13	Governing Law	21
12.14	Arbitration	21
12.15	Like Kind Exchange	22
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	23
12.19	Waiver and Further Assurances	23

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Five Million Five Hundred One Thousand One Hundred Dollars ($5,501,100).

1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver

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to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are

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customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

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SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by

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amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due

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and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal

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condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture,

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mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

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8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are

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to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

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(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due

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during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

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SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

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10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions

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contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance

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of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

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constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in

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writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange

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accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information

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necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

723 Dresher Road
Horsham, PA

ALL THAT CERTAIN tract of land Situate in Horsham Township, Montgomery County Pennsylvania bounded and described in accordance with a Survey made by Momenee Survey Group, Inc., Bryn Mawr, PA., dated August 2, 1996, last revised September 8, 1997.

BEGINNING at a point on the Southeasterly ultimate right of way line of Dresher Road, said point being measured the two following courses and distances from a point marking the intersection of the title line in the bed of Dresher Road with the title line in the bed of Welsh Road; (1) North 46 degrees 25 minutes 00 seconds East 1090 feet, more or less to a point: (2) South 40 degrees 33 minutes 15 seconds East 40.05 feet to the point of beginning; thence from said beginning point along the southeasterly ultimate right of way line of Dresher Road North 46 degrees 28 minutes 38 seconds East 659.41 feet to an iron pin; thence leaving Dresher Road by land now or formerly of GPH Realty Company South 43 degrees 31 minutes 22 seconds East crossing over a 20 feet wide drainage easement 418.69 feet to a point on the southeasterly side of said easement, said point being also on line of land now or formerly of Penallen Corporation; thence by the same and along the southerly side of the aforementioned easement South 46 degrees 28 minutes 38 seconds West 295.61 feet to a concrete monument: thence by land now or formerly of Horsham Rental Properties and still along the Southerly side of the aforementioned 20 foot wide drainage easement South 49 degrees 14 minutes 45 seconds West crossing a certain 25 feet wide utility easement 385 feet to an iron pin: thence by land now or formerly of Teachers Pennsylvania Realty Trust and Land now or formerly of Michael J. Cardamone and Geralyn M. Golazeske North 40 degrees 33 minutes 15 seconds West 400.63 feet to the first mentioned point and place of beginning.

BEING known as 723 Dresher Road

BEING Parcel #36-00-03622-00-5

BEING THE SAME PREMISES WHICH 723 DRESHER ROAD ASSOCIATES LIMITED PARTNERSHIP BY DEED DATED 09/19/1997 AND RECORDED 10/16/1997 IN THE OFFICE FOR THE RECORDING OF DEEDS, IN AND FOR MONTGOMERY COUNTY, COMMONWEALTH OF PENNSYLVANIA, IN DEED BOOK 5203 PAGE 986, GRANTED AND CONVEYED UNTO HUB PROPERTIES TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST, ITS SUCCESSORS AND ASSIGNS IN FEE.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

723 Dresher Road

Telerex Marketing, Inc.

1.Office Space Lease, dated December 23, 1996, by and between 723 Dresher Road Associates Limited Partnership (“Landlord”) and Telerx Marketing, Inc. (“Tenant”).

2.Exhibit E — Lease Guaranty, acknowledgement dated November 20, 1996, from Merck & Co., Inc. (“Guarantor”) to 723 Dresher Road Associates Limited Partnership (“Landlord”).

3.First Amendment to Lease, dated June 15, 2006, by and between Hub Properties Trust, successor in interest to 723 Dresher Road Associates Limited Partnership (“Landlord”) and Telerx Marketing, Inc. (“Tenant”).

SCHEDULE C

Form of Deed

[723 Dresher Road]

SPECIAL WARRANTY DEED

723 DRESHER ROAD ASSOCIATES LIMITED PARTNERSHIP, a Pennsylvania limited partnership having a place of business c/o O’Neill Properties Group, L.P., 210 Mall Boulevard, Suite 200, King of Prussia, PA 19406 as Grantor

IN CONSIDERATION OF TEN DOLLARS and no/100 ($10.00), and other good and valuable consideration, the receipt of which is hereby acknowledged by Grantor, hereby grants, bargains, sells and conveys to HUB PROPERTIES TRUST, a Maryland real estate investment trust, having a place of business at 400 Centre Street, Newton, Massachusetts 02158 as Grantee,

all that certain land and improvements thereon, as more particularly described on Exhibit A attached hereto, subject to matters of record.

Subject to the matters of record, Grantor warrants specially the title to the property hereby conveyed against all persons whomsoever lawfully claiming or to claim the same, or any part thereof, as against its own acts and not against the acts of others.

WITNESS the execution hereof, under seal, as of the ____ day of September, 1997.

	GRANTOR:
	723 DRESHER ROAD ASSOCIATES LIMITED PARTNERSHIP
	BY:	723 Dresher Road Associates Acquisition
		Corp., general partner
ATTEST:		By:
			Its (Vice) President
			[Corporate Seal]
(Assistant) Secretary
THE ADDRESS OF THE GRANTEE
IS 400 CENTRE STREET, NEWTON,
MASSACHUSETTS 02158
By:

COMMONWEALTH OF PENNSYLVANIA
COUNTY OF	\

On this _____ day of September, 1997, before me personally appeared _______________ (Vice) President of 723 Dresher Road Associates Limited Partnership to be known and known by me to be the party executing the foregoing instrument for and on behalf of said corporation and he/she acknowledged said instrument by him/her executed, to be his/her free act and deed in his/her capacity as (Vice) President aforesaid, and the free act and deed of said corporation.

Notary Public
My commission expires:

EXHIBIT A

(See attached document)

EX-10.9

Exhibit 10.9

216 Mall Blvd.
King of Prussia, PA

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Three Million Nine Hundred Forty-Nine Thousand Five Hundred Ten Dollars ($3,949,510).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.               CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;

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(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be

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held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

216 Mall Boulevard
King of Prussia, PA

ALL THAT CERTAIN tract or land Situate in Upper Merion Township, Montgomery County, Pennsylvania bounded and described in accordance with a survey made by Momenee Survey Group, Inc. Bryn Mawr, PA, dated August 26, 1996, last revised 12/27/1997.

BEGINNING at a point on the Southeasterly side of Conrad Drive, said point being measured the two following courses and distances from the intersection of the said Southeasterly side of Conrad Drive and the Northeasterly side of Pulaski Drive (1) North 36 degrees 01 minute 00 seconds East 135.82 feet to a point and (2) North 33 degrees 07 minutes 54 seconds East 224.36 feet to the point of beginning; THENCE extending from said beginning point and continuing along said Southeasterly side of Conrad Drive the four following courses and distances: (1) North 33 degrees 07 minutes 54 seconds East 73.64 feet to a point of curve; (2) Northeastwardly on the arc of a circle curving to the right having a radius of 586.62 feet the arc distance of 163.45 feet to a point of compound curve; (3) Northeastwardly on the arc of a circle curving to the right having a radius of 370.85 feet the arc distance of 199.99 feet to a point of compound curve; and (4) Northeastwardly on the arc of a circle curving to the right having a radius of 125.98 feet the arc distance of 115.15 feet to a point of tangent on the Southwesterly side of Goddard Boulevard; THENCE extending along same South 14 degrees 56 minutes 30 seconds East 267.27 feet to a point, a corner of lands now or late of Hemar Realty Co.; THENCE extending along the same the two following courses and distances: (1) North 63 degrees 21 minutes 00 seconds West 273.64 feet to a point; and (2) South 26 degrees 39 minutes 00 seconds West 189.00 feet to a point; THENCE extending North 64 degrees 30 minutes 50 seconds West 199.98 feet to a point on the Southeasterly side of Conrad Drive the first mentioned point and place of beginning.

BEING IDENTIFIED AND KNOWN AS GENERAL WASHINGTON BUILDING SITE ON SAID PLAN.

AND GODDARD BOULEVARD IS NOW KNOWN AS MALL BOULEVARD

BEING COUNTY TAX PARCEL NUMBER - 58-00-08470-51-7

BEING known as 216 Mall Boulevard, King of Prussia, Pennsylvania.

TOGETHER with and subject to the easements rights set forth in Deed Book 4447, Page 515, as amended by Deed Book 4625, Page

281.

BEING THE SAME PREMISES WHICH 210 & 216 MALL BOULEVARD ASSOCIATES LIMITED PARTNERSHIP, A PENNSYLVANIA LIMITED PARTNERSHIP, BY DEED DATED 01/26/1998 AND RECORDED 02/23/1998 IN THE OFFICE OF THE RECORDER OF DEEDS, IN AND FOR THE COUNTY OF MONTGOMERY, COMMONWEALTH OF PENNSYLVANIA, IN DEED BOOK 5216 PAGE 2329, GRANTED AND CONVEYED UNTO HUB PROPERTIES TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST, ITS SUCCESSORS AND ASSIGNS, IN FEE.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

216 Mall Blvd.

Dental Wellness Center

1.Office Lease Agreement, dated September 15, 2004, by and between Hub Properties Trust (“Landlord”) and Tony Lim, D.M.D. d/b/a Dental Wellness Centers (“Tenant”).

INDEX

Lease

216 Mall Blvd.

Eastern PA Comprehensive Sleep

1.Indemnity Agreement, dated July 22, 2003, by and between Eastern Pennsylvania Comprehensive Sleep Disorder Centers, Inc. (“Indemnitor”) and Hub Properties Trust (“Owner”).

2.Office Lease Agreement, dated July 23, 2003, by and between Hub Properties Trust (“Landlord”) and Eastern Pennsylvania Comprehensive Sleep Disorder Centers, Inc. (“Tenant”).

INDEX

Lease

216 Mall Blvd.

Fidelity Commercial Real Estate Alliance, Inc.

1.Office Space Lease Agreement, dated September 15, 1997, by and between 210 & 216 Mall Boulevard Associates Limited Partnership (“Landlord”) and Fidelity Commercial Real Estate Alliance, Inc. (“Tenant”).

2.First Amendment of Lease, dated July 18, 2002, by and between Hub Properties Trust, successor in interest to 210 & 216 Mall Boulevard Associates Limited Partnership (“Landlord”) and Fidelity Commercial Real Estate Alliance, Inc. (“Tenant”).

3.Second Amendment of Lease, dated May 13, 2003, by and between Hub Properties Trust (“Landlord”) and Fidelity Commercial Real Estate Alliance, Inc. (“Tenant”).

4.Third Amendment of Lease, dated June 4, 2008, by and between Hub Properties Trust (“Landlord”) and Fidelity Commercial Real Estate Alliance, Inc. (“Tenant”).

INDEX

Lease

216 Mall Blvd.

LCA Vision, Inc.

1.Office Lease Agreement, dated May 25, 2000, by and between Hub Properties Trust (“Landlord”) and LCA Vision, Inc. (“Tenant”).

2.First Amendment to Lease, dated June 29, 2005, by and between Hub Properties Trust (“Landlord”) and LCA Vision, Inc. (“Tenant”).

3.Second Amendment to Lease, dated June 1, 2010, by and between Hub Properties Trust, (“Landlord”) and LCA Vision, Inc. (“Tenant”).

INDEX

Lease

216 Mall Blvd.

Main Line Plastic Surgery & Laser Assoc.

1.Office Space Lease, dated December 23, 1997, by and between 210 & 216 Mall Boulevard Associates Limited Partnership (“Landlord”) and Main Line Plastic Surgery & Laser Associates, LTD. (“Tenant”).

INDEX

Lease

216 Mall Blvd.

Terence K. Heaney & Assoc.

1.Office Space Lease Agreement, dated November 25, 1997, by and between 210 & 216 Mall Boulevard Associates Limited Partnership (“Landlord”) and Terence K. Heaney and Associates (“Tenant”).

2.First Amendment of Lease, dated September 27, 2002, by and between Hub Properties Trust, successor in interest to 210 & 216 Mall Boulevard Associates Limited Partnership (“Landlord”) and Terence K. Heaney and Associates (“Tenant”).

3.Second Amendment to Lease, dated November 1, 2007, by and between Hub Properties Trust (“Landlord”) and Terence K. Heaney and Associates (“Tenant”).

INDEX

Lease

216 Mall Blvd.

Workflow Solutions LLC

1.Office Lease Agreement, dated January 4, 2005, between Hub Properties Trust (“Landlord”) and Workflow Solutions LLC (“Tenant”).

2.First Amendment to Office Lease, dated August 6, 2009, between Hub Properties Trust (“Landlord”) and Workflow Solutions LLC (“Tenant”).

SCHEDULE C

Form of Deed

[216 Mall Blvd.]

SPECIAL WARRANTY DEED

210 & 216 MALL BOULEVARD ASSOCIATES LIMITED PARTNERSHIP, a Pennsylvania limited partnership having a place of business c/o O’Neill Properties Group, L.P., 1710 Walton Road, Suite 200, Blue Bell, Pennsylvania 19422 as Grantor

IN CONSIDERATION OF TEN DOLLARS and no/100 ($10.00)and other good and valuable consideration, the receipt of which is hereby acknowledged by Grantor, hereby grants, bargains, sells and conveys to HUB PROPERTIES TRUST, a Maryland real estate investment trust, having a place of business at 400 Centre Street, Newton, Massachusetts 02158 as Grantee

all that certain land and improvements thereon, as more particularly described on Exhibit A attached hereto, subject to matters of record Subject to the matters of record.

Subject to the matters of record, Grantor warrants specially the title to the property hereby conveyed against all persons whomsoever lawfully claiming or to claim the same, or any part thereof, as against its own acts and not against the acts of others.

WITNESS the execution hereof, under seal, as of the ____ of January, 1998.

	GRANTOR:
	210 & 216 MALL BOULEVARD ASSOCIATES LIMITED PARTNERSHIP
	By:  210 & 216 Mall Boulevard Associates Acquisition Corporation, general partner
ATTEST:	By:
		Its (Vice) President
		[Corporate Seal]
(Assistant) Secretary
THE ADDRESS OF THE GRANTEE
IS 400 CENTRE STREET, NEWTON,
MASSACHUSETTS 02158
By:

COMMONWEALTH OF

COUNTY OF

On this _____ day of January, 1998, before me personally appeared ___________ (Vice) President of 210 & 216 Mall Boulevard Associates Acquisition Corporation, the general partner of 210 & 216 Mall Boulevard Associates Limited Partnership to be known and known by me to be the party executing the foregoing instrument for and on behalf of said corporation and he/she acknowledged said instrument by him/her executed, to be his/her free act and deed in his/her capacity as (Vice) President aforesaid, and the free act and deed of said corporation.

Notary Public

My commission expires:

EXHIBIT A

(See attached document)

EX-10.10

Exhibit 10.10

5260 Naiman Parkway

Solon, OH

PURCHASE AND SALE AGREEMENT

by and between

HRP NOM L.P.,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Retained Property	3
1.17	Seller	3
1.18	Title Company	3
1.19	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9

SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	13
9.1	Real Property Apportionments	13
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	24
12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HRP NOM L.P., a Delaware limited partnership, (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Two Million Eight Hundred Twenty-One Thousand Eighty Dollars ($2,821,080).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Retained Property”  shall have the meaning given such term in Section 4.1(d).

1.17     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.18     “Title Company”  shall mean Stewart Title Guaranty Company.

1.19     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.   CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      A long term land lease, parking easement and/or master deed, declaration of trust and related condominium documents, in form and substance reasonably satisfactory to the Seller and the Purchaser, as may be necessary to treat the Property and any adjacent land or improvements of the

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Seller not conveyed hereunder(the “Retained Property”) as separate tax parcels, with each in compliance with applicable law;

(e)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)       To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)      A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor

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compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a

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petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

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SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on

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such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to

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the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall

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have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

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SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal

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representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any

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failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

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12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the

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Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights

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hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the

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Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

- 25 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HRP NOM L.P., a Delaware limited partnership
By:	HRP Nom L.L.C., a Delaware limited liability company, its general partner
	By:	HRP Nom Inc., a Delaware corporation, its managing member
	By:	/s/ John C. Popeo
		John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

5260 Naiman Parkway
Solon, OH

Situated in the City of Solon, County of Cuyahoga and State of Ohio:

And known as being a part of the Original Solon Township Lot No. 1 in Tract No.1 and further described as follows:

Beginning in the centerline of Naiman Parkway (70 feet wide) at a point distant 420.84 feet southerly as measured along said centerline from the northerly extent of dedication as shown on the Dedication Plat of Naiman Parkway as recorded in Volume 209, Page 20 of Cuyahoga County Map Records, said point being South 01 deg. 42’ 17” West, 67.18 feet from the point of tangency of curve “B” as shown on said Dedication Plat;

Thence North 88 deg. 17’ 43” West, a distance of 35.00 feet to a point in the westerly line of said Naiman Parkway and the Principal place of Beginning for the parcel of land herein described;

Thence continuing North 88 deg. 17’ 43” West, a distance of 438.00 feet to a point in the westerly line of said Original Solon Township Lot No.1;

Thence South 01 deg. 42’ 17” West along said Westerly line of Original Solon Township Lot No. 1, a distance of 639.00 feet to a point;

Thence South 88 deg. 17’ 43” East, a distance of 438.00 feet to a point in the westerly sideline of Naiman Parkway;

Thence North 01 deg. 42’ 17” East, along said westerly sideline of Naiman Parkway, a distance of 639.00 feet to the Principal Place of Beginning, and containing 6.4252 acres of land, be the same more or less, but subject to all legal highways.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

5260 Naiman Parkway

Cardinal Health 200, Inc.

1.Lease Agreement, dated September 14, 1988, by and between Equitec Real Estate Investors Fund XVI (“Lessor”) and Baxter Healthcare Corporation (“Lessee”).

2.First Amendment, dated November 12, 1993, by and between Hallwood REI Fund XVI, successor in interest to Equitec Real Estate Investors Fund XVI (“Lessor”) and Baxter Healthcare Corporation (“Lessee”).

3.Consent of Landlord, dated August 8, 1996, by and among Hallwood 95, L.P. (“Landlord”), Baxter Healthcare Corporation (“Assignor”) and Allegiance Healthcare Corporation (“Assignee”).

4.Assignment and Assumption, dated September 30, 1996, by and between Baxter Healthcare Corporation (“Assignor”) and Allegiance Healthcare Corporation (“Assignee”).

5.Second Amendment, dated October 15, 1998, by and between Hallwood 95, L.P., successor in interest to Hallwood REI Fund XVI (“Lessor”) and Allegiance Healthcare Corporation f/k/a Baxter Healthcare Corporation (“Lessee”).

6.Third Amendment, dated August 27, 1999, by and between Hallwood 95, L.P. (“Lessor”) and Allegiance Healthcare Corporation f/k/a Baxter Healthcare Corporation (“Lessor”).

7.Fourth Amendment to Lease, dated March 25, 2004, by and between Hallwood 95, L.P. (“Lessor”) and Cardinal Health 200, Inc. f/k/a Allegiance Healthcare Corporation, and also f/k/a Baxter Healthcare Corporation (“Lessor”).

8.Fifth Amendment to Lease, dated November 12, 2007, by and between HRP Nom L.P. formerly known as Hallwood 95, L.P. (“Lessor”) and Cardinal Health 200, Inc. (“Lessee”).

SCHEDULE C

Form of Deed

SPECIAL WARRANTY DEED
(Contribution)

STATE OF OHIO	§
	§	KNOW ALL MEN BY THESE PRESENTS
COUNTY OF	§

THAT HALLWOOD REALTY PARTNERS, L.P. (“HRP”), a Delaware limited partnership, and HWG REALTY INVESTORS, INC. (“HWG”) a Delaware corporation (HRP and HWG are hereinafter referred to collectively as “Grantor”), as a contribution to Grantee (defined herein) for valuable consideration paid, Grant(s), with limited warranty covenants, to HALLWOOD 95, L.P. (“Grantee”), a Delaware limited partnership, whose tax mailing address is 3710 Rawlins, Suite 1500, Dallas, Texas 75219, the following described Real Property:

See Exhibit “A”, attached hereto and incorporated herein by reference.

WHEREAS, this contribution shall be effectuated by (i) a portion of HRP’s interest in the Property being contributed directly into Assignee and (ii a portion of HRP’s interest (the “HRP Interest”) in the Property being contributed into HRP 95, L.L.C., a Delaware limited liability company, who in turn will contribute all of the HRP Interest to Assignee.  This will result in a contribution to Assignee of all of HRP’s interest in and to the Property.

WHEREAS, this contribution shall be effectuated by (i) HWG contributing all of its interest in the Property (the “HWG Interest”) to HWG 95 Advisors, Inc. (“HWG 95”), a Delaware limited liability company, (ii) HWG 95 immediately contributing the HWG Interest to HRP 95, LLC. (“HRP 95”), a Delaware limited liability corporation, and (iii) HRP 95 immediately contributing the HWG Interest to Assignee.

HALLWOOD REALTY PARTNERS, LP., a Delaware limited partnership
By:	Hallwood Realty Corporation,
	a Delaware corporation,
	general partner
	By:
	Print:
	Title:

HWG REALTY INVESTORS, INC.

a Delaware corporation:

By:

Print:

Title:

Witness _____ hand(s) this ____ day of September, 1995.

Signed and acknowledged in the presence of:

STATE OF OHIO	§
	§
COUNTY OF	§

Be It Remembered, That on the _____ day of September, 1995, before me, the subscriber, a Delaware general partnership, in and for said county, personally came HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership, the Grantor in the foregoing Deed, and acknowledged the signing thereof to be its voluntary acts and deed.

In Testimony Whereof, I have hereunto subscribed my hand and affixed my ____ seal on the day and year aforesaid.

Signature

Printed Name

** By HALLWOOD REALTY CORPORATION, A DELAWARE CORPORATIN, GENERAL PARTNER, BY ITS VICE PRESIDENT, JEFFREY D. CENT.

STATE OF OHIO	§
	§
COUNTY OF	§

Be It Remembered, That on the _____ day of September, 1995, before me, the subscriber, a Delaware general partnership, in and for said county, personally came HWG REALTY INVESTORS, INC., a Delaware corporation, the Grantor in the foregoing Deed, and acknowledged the signing thereof to be its voluntary acts and deed.

In Testimony Whereof, I have hereunto subscribed my hand and affixed my ____ seal on the day and year aforesaid.

Signature

Printed Name

This instrument was prepared by:      Mark A. Weibel, Esq.
	Jenkins & Gilchrist, a Professional Corporation
	1446 Ross Avenue, Suite 3200
	Dallas, Texas 75202

***BY JEFFREY D. CENT, VICE PRESIDENT

EXHIBIT A

(See attached document)

EX-10.11

Exhibit 10.11

AOC-Buena Vista Bldg Buena Vista, SE
AOC-LAB Bldg, 1801A Randolph, SE
AOC-Randolph Bldg, 1801 Randolph, SE
AOC-Sandia Vista Bldg, Buena Vista, SE
Albuquerque, NM

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Eleven Million Three Hundred Thirty-One Thousand Three Hundred Twenty Dollars ($11,331,320).

1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.               CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be

held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

SCHEDULE A

Land

[See attached legal description.]

AOC-Randolph Building (Parcel I)
AOC-Buena Vista Building (Parcel II)
AOC-LAB Building (Parcel II)
AOC-Sandia Vista Building (Parcel II)
Albuquerque, NM

Parcel I

A certain tract of land located within the corporate limits of the City of Albuquerque, New Mexico, comprising Tract 2-A, NEWPORT INDUSTRIAL PARK-WEST, UNIT 1, as the same is shown and designated on the PLAT OF TRACTS 2-A AND 2-B, NEWPORT INDUSTRIAL PARK-WEST, UNIT 1, ALBUQUERQUE, NEW MEXICO, filed in the office of the County Clerk of Bernalillo County, New Mexico, on December 10, 1986 in Volume C32, folio 74, and being more particularly described as follows:

BEGINNING at a point which is common with the Southwest corner of Tract 2-A,
thence N. 00° 12’ 00” W., a distance of 852.81 feet;
thence N. 89° 48’ 00” E., a distance of 85.00 feet;
thence N. 00° 12’ 00” W., a distance of 55.67 feet;
thence along the arc of a curve to the right with DELTA=05° 21’ 49”, R=672.93 feet, and L=63.00 feet
thence S. 00° 12’ 00” E., a distance of 317.10 feet;
thence N. 89° 48’ 00” E., a distance of 138.66 feet;
thence S. 00° 12’ 00” E., a distance of 31.67 feet;
thence N. 89° 48’ 00” E., a distance of 44.84 feet;
thence S. 00” 12’ 00” E., a distance of 364.15 feet;
thence along the arc of a curve to the left along the North Right-of-Way of Randolph Road, S.E. with DELTA=01° 48’ 01”, R=582.39 feet, AND L=18.30 feet;
thence S. 55° 04’ 55” W., a distance of 224.12 feet;
thence along the arc of a curve to the right with DELTA=12° 14’ 39”, R=697.35 feet, and L=149.02 feet to the point of beginning;

TOGETHER WITH those certain nonexclusive easements for roadways, walkways, ingress and egress and parking of motor vehicles and other related usages as established by that certain Establishment of Easements with Covenants and Restrictions Affecting Land, recorded July 20, 1984 in Book Misc. 136-A, page 386 as Document No. 84-54741, records of Bernalillo County, New Mexico.

Parcel II

Tract 2-B-1, NEWPORT INDUSTRIAL PARK-WEST, UNIT 1, being that certain parcel of land situated within Section 33, Township 10

North, Range 3 East, New Mexico Principal Meridian, City of Albuquerque, Bernalillo County, New Mexico, and being identified as Tract 2-B-1, Newport Industrial Park-West, Unit 1, as said tract is shown and designated on “PLAT OF TRACT 2-B-1 NEWPORT INDUSTRIAL PARK-WEST, UNIT 1, ALBUQUERQUE, NEW MEXICO”, plat of which was filed in the office of the County Clerk of Bernalillo County, New Mexico, on August 14, 1987, in Volume C34, folio 95, and being more particularly described by metes and bounds survey as follows:

BEGINNING at the Northwest corner of the parcel of land herein described, whence the ACS Control Station “G=9A” bears N. 15° 52’ 28” E., 1,429.41 feet distance;

THENCE, N. 62° 15’ 30” E., 576.82 feet distance to a point of curvature;

THENCE, Northeasterly, 14.46 feet distance along the arc of a curve bearing to the right (said arc having a radius of 707.93 feet, a central angle of 01° 10’ 13” and a chord which bears N. 62° 50’ 36” E., 14.46 feet distance) to the point of non-tangency;

THENCE, N. 89° 48’ 00” E., 59.93 feet distance to a point;

THENCE, N. 00° 12’ 00” W., 263.16 feet distance to a point;

THENCE, N. 89° 38’ 00” E., 146.13 feet distance to a point;

THENCE, N. 00° 22’ 00” W., 220.00 feet distance to a point;

THENCE, N. 89° 38’ 00” E., 197.00 feet distance to the point on the Westerly right-of-way line of Buena Vista Drive, S.E.;

THENCE, S. 00° 22’ 00” E., 38.83 feet distance to the point of curvature;

THENCE, Southwesterly, 21.68 feet distance along the arc of a curve bearing to the right (said arc having a radius of 25.00 feet, a central angle of 49° 40’ 47” and a chord which bears S. 24° 28’ 23” W., 21.00 feet distance) to the point of reverse curvature;

THENCE, Southeasterly, 198.30 feet distance along the arc of a curve bearing to the left (said arc having a radius of 60.00 feet, a central angle of 189° 21’ 33” and a chord which bears S. 45°22’00” E., 119.60 feet distance) to the point of reverse curvature;

THENCE, Northeasterly, 21.68 feet distance along the arc of a curve bearing to the right (said arc having a radius of 25.00 feet, a central angle of 49°40’47 and a chord which bears N. 64° 47’ 37” E., 21.00 feet distance) to the point of tangency being a point on the Southerly right-of-way line Renard Place, S.E.;

THENCE, N. 89° 38’ 00”  E., 215.58 feet distance to the point of tangency;

THENCE, Southeasterly, 39.49 feet distance along the arc of a curve bearing to the right (said arc having a radius of 25.00 feet, a central angle of 90° 30’ 25” and a chord which bears S. 45° 06’ 38” E., 35.51 feet distance) to the point of tangency being a point on the Westerly right-of-way line of Buena Vista Drive, S.E.;

THENCE, S. 00°08’ 25” W., 891.70 feet distance to the point of curvature;

THENCE, Southwesterly, 39.05 feet distance along the arc of a curve bearing to the right (said arc having a radius of 25.00 feet, a central angle of 89° 29’ 35” and a chord which bears S. 44° 53’ 12” W., 35.20 feet distance to the point of tangency being a point on the Northerly right-of-way line of Randolph Road, S.E.;

THENCE, S. 89° 38’ 00” W., 8.22 feet distance to the point of curvature;

THENCE, Southwesterly, 332.90 feet distance along the arc of a curve bearing to the left (said arc having a radius of 582.39 feet, a central angle of 32° 45’ 04. and a chord which bears S. 73° 15’ 25” W., 328.40 feet distance) to the point of non-tangency;

THENCE, N. 00° 12’ 00” W., 364.15 feet distance to a point;

THENCE, S. 89° 48’ 00” W., 44.84 feet distance to a point;

THENCE, N. 00° 12’ 00” W., 31.67 feet distance to a point;

THENCE, S. 89°48’00” W., 138.66 feet distance to a point;

THENCE, N. 00° 12’ 00” W., 317.10 feet distance to a point on curve;

THENCE, Southwesterly, 63.00 feet distance along the arc of a curve bearing to the left (said arc having a radius of 672.93, a central angle of 05° 21’ 49” and a chord which bears S. 77° 27’

27” W., 62.97 feet distance) to the point of non-tangency;

THENCE, S. 00° 12’ 00” E., 55.67 feet distance to a point;

THENCE, S. 89° 48’ 00” W., 85.00 feet distance to a point;

THENCE, S. 00° 12’ 00” E., 632.81 feet distance to a point;

THENCE, S. 78° 25’ 13” W., 245.07 feet distance to a point;

THENCE, N. 27° 44’ 30” W., 303.93 feet distance to the center line of Randolph Court, S.E. (private street);

THENCE, S. 62° 15’ 30” W., 93.56 feet distance to a point;

THENCE, N. 27° 44’ 30” W., 250.00 feet distance to the Northwest corner and point of beginning of the parcel of land herein described.

SCHEDULE B

Rent Roll

[See attached copy.]

AOC – Buena Vista Building
Albuquerque, NM

INDEX

Lease

AOC Buena Vista Building

Presbyterian

See Property # 603280 for original documents.

This lease comprises property:

# 603280 – Randolph Building, 1801 Randolph, SE

 # 603281 – Buena Vista Building, 2501 Buena Vista, SE

# 603282 – Lab Building, 1801A Randolph Road, SE

# 603283 – Sandia Vista Building, 2301 Buena Vista, SE.

AOC – LAB Building
Albuquerque, NM

INDEX

Lease

AOC Lab Building

Northrup Grumman

1.Lease Agreement, dated April 25, 2007, by and between Hub Properties Trust, (“Landlord”) and Northrop Grumman Space & Mission Systems Corp. (“Tenant”).  Re:  Ste. Shed

2.Letter Agreement, dated December 7, 2009, from Donald Canada, Director of Real Estate, Northrop Grumman Corporation (“Tenant”) consented to by David M. Lepore, Senior Vice President, Hub Properties Trust (“Landlord”).  Re:  Assignment of lease to Northrop Grumman Systems Corporation

3.First Amendment to Lease, dated June 7, 2010, by and between Hub Properties Trust (“Landlord”) and Northrop Grumman Systems Corporation (“Tenant”).

INDEX

Lease

AOC Lab Building

Presbyterian

See Property # 603280 for original documents.

This lease comprises property:

# 603280 – Randolph Building, 1801 Randolph, SE

 # 603281 – Buena Vista Building, 2501 Buena Vista, SE

# 603282 – Lab Building, 1801A Randolph Road, SE

# 603283 – Sandia Vista Building, 2301 Buena Vista, SE.

AOC – Randolph Building
Albuquerque, NM

INDEX

Lease

AOC Randolph Building

Presbyterian

1.Lease Agreement, dated January 27, 1998, by and between Kokopelli Associates, Ltd. and Apache Investments, Inc. (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).

2.First Amendment to Lease, as of September 30, 1998, by and between Kokopelli Associates, Ltd. and Apache Investments, Inc. (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).

3.Second Amendment to Lease, dated August 14, 2000, by and between Hub Properties Trust, successor in interest to Kokopelli Associates, Ltd. and Apache Investments, Inc.  (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).

4.Third Amendment to Lease, dated August 19, 2002, by and between Hub Properties Trust (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).

5.Fourth Amendment to Lease, dated November 15, 2002, by and between Hub Properties Trust (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).

6.Fifth Amendment to Lease, dated April 3, 2006, by and between Hub Properties Trust (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).

7.Sixth Amendment to Lease, dated May 16, 2008, by and between Hub Properties Trust (“Landlord”) and Presbyterian Healthcare Services (“Tenant”). Re:  Expansion

8.Letter Agreement, dated December 31, 2008, from David M. Lepore, Senior Vice President, Hub Properties Trust (“Landlord”) acknowledged and agreed to by Paul M. Briggs, SVP/CFO, Presbyterian Healthcare Services

9.Declaration by Landlord and Tenant as to Date of Delivery and Acceptance of Possession of Premises, executed March 5, 2009, by Hub Properties Trust (“Landlord”) and Presbyterian Healthcare Services (“Tenant”).  Re:  BV Rent Commencement Date occurred on March 5, 2009.

10.Extension Letter Notice, dated December 22, 2009, from James R. Jeppson, Administrative Director, Presbyterian to Yasmin Gonzales, Reit Management & Research, LLC.  Re:  Exercise of option extend lease for additional five (5) years.  –COPY

11.Seventh Amendment to Lease, dated April 26, 2010, by and between Hub Properties Trust (“Landlord”) and Presbyterian Healthcare Services (“Tenant”). Re:  Expansion

Note: This lease is comprised of property # 603280 – 603283.

AOC – Sandia Vista Building
Albuquerque, NM

INDEX

Lease

AOC Sanda Vista Building

Presbyterian

See Property # 603280 for original documents.

This lease comprises property:

# 603280 – Randolph Building, 1801 Randolph, SE

 # 603281 – Buena Vista Building, 2501 Buena Vista, SE

# 603282 – Lab Building, 1801A Randolph Road, SE

# 603283 – Sandia Vista Building, 2301 Buena Vista, SE.

SCHEDULE C

Form of Deed

WHEN RECORDED, RETURN THIS
SPECIAL WARRANTY DEED TO:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Attn:  Jennifer B. Clark, Esq.

SPECIAL WARRANTY DEED

APACHE INVESTMENTS, INC., a Delaware corporation (“Seller”), for consideration paid, grants to HUB PROPERTIES TRUST, a Maryland real estate investment trust, whose address is 400 Centre Street, Newton, MA 02458, all its right, title and interest in the following described real estate in Bernalillo County, New Mexico:

See Exhibit A

Subject to taxes for 1999 and subsequent years, and encumbrances, reservations, easements, covenants and restrictions and other matters of record.

WITH SPECIAL WARRANTY COVENANTS

SELLER:

APACHE INVESTMENTS, INC.

a Delaware corporation

By:

Print:

Its:

State of California	)
) ss.
County of Los Angeles	)

On ______, before me, _________________, personally appeared ___________ personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public

My Commission Expires:

EXHIBIT A

(see attached document)

EX-10.12

Exhibit 10.12

4411 The 25 Way
4420 The 25 Way
Albuquerque, NM

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Thirty-Three Million Four Hundred Twenty-Nine Thousand Seven Hundred Fifty Dollars ($33,429,750).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)(i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

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(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be

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held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

4411 The 25 Way
4420 The 25 Way
Albuquerque, NM

Tract A-1 of the Plat of Tracts A-1 & H1-A-1 of The 25, Albuquerque, Bernalillo County, New Mexico, as the same is shown and designated on the plat thereof, filed in the Office of the County Clerk of Bernalillo County, New Mexico on November 18, 2002, in Plat Book 2002C, page 371; and

Tract G-1 of the Plat of Tracts B1-A, B2-A, C-1, E-1, F-1 & G-1 of The 25, Albuquerque, Bernalillo County, New Mexico, as the same are shown and designated on the plat thereof, filed in the Office of the County Clerk of Bernalillo County, New Mexico on April 30, 2001, in Plat Book 2001C, page 119;

Tracts B2-A, C-1 and E-1 of the Plat of Tracts B1-A, B2-A, C-1 E-1F-1 & G-1 of The 25, Albuquerque, Bernalillo County, New Mexico, as the same are shown and designated on the plat thereof, filed in the Office of County Clerk of Bernalillo County, New Mexico on April30, 2001, in Plat Book 2001VC, page 119.

A Parcel lying and situate within Section 26, Township 11 North, Range 3 East, New Mexico Principal Meridian, City of Albuquerque, Bernalillo County, New Mexico, comprising a portion of Tract lettered ‘A’ of The 25, as the same is shown and designated on the subdivision plat thereof, filed in the Office of the County Clerk of Bernalillo County, New Mexico, on November 23, 1999, in Volume 99C, Folio 318, being more particularly described as follows:

Beginning at the northwest corner of described Parcel, comprising a portion of the existing building and the land situate within said Tract ‘A’, The 25, describing the area along the face of the interior walls as per the architectural floor plans, from whence a tie to the southwest corner of said Tract ‘A’ marked by a found rebar with yellow plastic cap “PS 11993”, bears S 49° 06’ 38” W, a distance of 651.89 feet;

Thence from said beginning point, S 61° 02’ 41” E, a distance of 0.54 feet to an angle point;

Thence N 28° 57’ 19” E, a distance of 0.54 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 11.00 feet to an angle point;
Thence S 28° 57’ 19” W, a distance of 0.54 feet to an angle

point;
Thence S 61° 02’ 41” E, a distance of 1.50 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 0.54 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 11.00 feet to an angle point;
Thence S 28° 57’ 19” W, a distance of 0.54 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 1.50 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 0.33 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 11.00 feet to an angle point;
Thence S 28° 57’ 19” W, a distance of 6.58 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 117.67 feet to an angle point;
Thence S 28° 57’ 19” W, a distance of 9.72 feet to an angle point;
Thence S 61° 02 41” E, a distance of 1.61 feet to an angle point;
Thence S 31° 02’ 41” E, a distance of 29.12 feet to an angle point;
Thence N 88° 57’ 19” E, a distance of 28.64 feet to an angle point;
Thence S 28° 57’ 17” W, a distance of 31.95 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 28.95 feet to an angle point;
Thence S 28° 57’ 19” W, a distance of 89.63 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 22.83 feet to an angle point;
Thence S 28° 57’ 20” W, a distance of 181.07 feet to an angle point;
Thence N 61° 02’ 41” W, a distance of 151.30 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 26.11 feet to an angle point;
Thence N 61° 02’ 41” W, a distance of 99.53 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 87.03 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 9.52 feet to an angle point;

Thence N 58° 57’ 19” E, a distance of 29.12 feet to an angle point;
Thence N 01° 02’ 41” W, a distance of 29.12 feet to an angle point;
Thence N 61° 02’ 41” W, a distance of 9.52 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 119.28 feet to an angle point;
Thence N 61° 02’ 41” W, a distance of 6.79 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 11.00 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 0.54 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 1.50 feet to an angle point;
Thence N 61° 02’ 41” W, a distance of 0.54 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 11.00 feet to an angle point;
Thence S 61° 02’ 41” E, a distance of 0.54 feet to an angle point;
Thence N 28° 57’ 19” E, a distance of 1.50 feet to an angle point;
Thence N 61° 02’ 41” W, a distance of 0.54 feet to an angle point;
Thence N 28 °57’ 19” E, a distance of 11.00 feet to the point of beginning.

SCHEDULE B

Rent Roll

[See attached copy.]

4411 The 25 Way
Albuquerque, NM

INDEX

Lease

4411 The 25 Way

AHS Mexico Holdings, Inc.

1.Lease Agreement, dated April 21, 2003, by and between AGB Twenty-Five LLC (“Landlord”) and AHS New Mexico Holdings, Inc. (“Tenant”).

2.Guaranty, dated April 21, 2003, from Ardent Health Services, LLC (“Guarantor”) to AGB Twenty-Five LLC (“Landlord”).  –COPY

3.First Amendment to Lease, dated August 2, 2010, by and between Hub Properties Trust (“Landlord”) and AHS New Mexico Holdings, Inc. (“Tenant”).  Note:  Joinder attached.

INDEX

Lease

4411 The 25 Way

Boeing – SVS, Inc.

1.Lease Agreement, dated October, 1999, by and between AGB Albuquerque, L.L.C. (“Landlord”) and SVS, Inc. (“Tenant”).

2.First Amendment to Lease, dated December 21, 2000, by and between AGB Twenty-Five, LLC successor in interest to AGB Albuquerque, L.L.C. (“Landlord”) and Boeing-SVS, Inc. formerly known as SVS, Inc. (“Tenant”). Note: Executed Form of Guaranty dated January 1, 2000 attached.

3.Second Amendment to Lease, dated March 13, 2002, by and between AGB Twenty-Five, LLC (“Landlord”) and Boeing-SVS, Inc. (“Tenant”) and The Boeing Company (“Guarantor”).

4.Commencement Date Letter, dated March 15, 2002, from Melanie Pizzonia, Facility Manager, agent for AGB Twenty-Five, LLC to Boeing Realty Corporation, Attn. Phil Cyburt, President, acknowledged by Stephen J. Baker.  Re:  Expansion Premises Commencement Date of August 1, 2002.

5.Third Amendment to Lease, dated __, 2003, by and between AGB Twenty-Five, LLC (“Landlord”) and Boeing-SVS, Inc. (“Tenant”) and The Boeing Company (“Guarantor”).

6.Fourth Amendment to Lease, dated August __, 2003, by and between AGB Twenty-Five, LLC (“Landlord”) and Boeing-SVS, Inc. (“Tenant”).

7.Fifth Amendment to Lease, dated January 6, 2009, by and between Hub Properties Trust successor in interest to AGB Twenty-Five, LLC (“Landlord”), Boeing-SVS, Inc. (“Tenant”) and The Boeing Company (“Guarantor”).

INDEX

Lease

4411 The 25 Way

Intermec Technologies Corp.

1.Lease Agreement, dated May 29, 2001, by and between AGB Twenty-Five, LLC (“Landlord”) and Intermec Technologies Corporation (“Tenant”).

INDEX

Sublease

4411 The 25 Way

Intermec Technologies Corp.

1.Sublease Agreement, dated June 20, 2002, by and between Intermec Technologies Corporation (“Sublessor”) and Datacom Sciences, Inc. (“Sublessee”). Note: Landlord’s consent attached; Term Commences on August 1, 2002 and ends on August 31, 2011.

2.Consent and Indemnity Agreement, dated September, 2002, by and between AGB Twenty-Five. LLC (“Landlord”) and Datacom Sciences, Inc. (“Sublessee). Re: Open House event

INDEX

Lease

4411 The 25 Way

Radiology Associates of Albuq., P.A.

1.Lease Agreement, dated October 1, 2002, by and between AGB Twenty-Five LLC (“Landlord”) and Radiology Associates of Albuquerque, P.A. (“Tenant”).

INDEX

Sublease

4411 The 25 Way

Radiology Associates of Albuq., P.A.

1.Sublease Agreement, dated January 1, 2007, by and between Radiology Associates of Albuquerque, P.A. (“Sublessor”) and Advanced Imaging, LLC, (“Subtenant”).  Note:  Expiration date of February 28, 2013.

2.Consent to Sublease Agreement, dated January 19, 2007, by and among Hub Properties Trust (“Landlord”), Radiology Associates of Albuquerque, P.A. (“Tenant”) and Advanced Imaging, LLC, (“Subtenant”).

3.Letter Agreement, dated June 19, 2007, from Sara V. Rhodes, Radiology Associates of Albuquerque, P.A. (“Tenant”) and Eugene Rivera, MD, Advanced Imaging, LLC (“Subtenant”) agreed to and acknowledge on July 3, 2007 by Jennifer B. Clark, Senior Vice President, Hub Properties Trust.      Re: Correction in Work Letter, Section 3 to read 12,620 rsf.

4420 The 25 Way
Albuquerque, NM

INDEX
Lease

4420 The 25 Way

Sitel fka ClientLogic

1.Lease Agreement, dated September __, 1999, by and between AGB Albuquerque, L.L.C.  (“Landlord”) and ClientLogic Corporation (“Tenant”).

2.Lease Guaranty, dated 1999, from ClientLogic Holding Corporation (“Guarantor”) to AGB Albuquerque, L.L.C. (“Landlord”).

3.Lease Commencement Letter, dated June 12, 2001, from ClientLogic Corporation agreed and accepted by Melissa J. Bailey, Corporate Real Estate Officer.

4.First Amendment to Lease, dated April 16, 2008, by and between Hub Properties Trust, successor in interest to AGB Albuquerque, L.L.C.  (“Landlord”) and Sitel Operating Corporation, successor in interest to ClientLogic Corporation (“Tenant”).

5.Second Amendment to Lease, dated April 1, 2010, by and between Hub Properties Trust (“Landlord”) and Sitel Operating Corporation (“Tenant”).

SCHEDULE C

Form of Deed

SPECIAL WARRANTY DEED

AGB TWENTY-FIVE, L.L.C., for consideration paid, grants Hub Properties Trust, a Maryland real estate investment trust, whose address is 400 Centre Street, Newton, Maryland 02458, the real estate located in Bernalillo County, New Mexico described on Exhibit A attached hereto, subject to the matters described in Exhibit B attached hereto, with special warranty covenants.

[Signature on following page]

Witness its hand and seal this ___ day of September, 2003.

		AGB TWENTY-FIVE, L.L.C.,
		a Delaware limited liability company
		By:  AG Asset Manager, Inc., its Manager
		By:
			Name:
			Title:
STATE OF	)
	)      ss.
COUNTY OF	)

This instrument was acknowledged before me on ______________, 2003 by ___________, as ____________ of AGB Twenty-Five, L.L.C.

Notary Public

My commission expires:

EXHIBIT A

(See attached document)

EXHIBIT B

(see attached document)

EX-10.13

Exhibit 10.13

3000 Goffs Falls Rd.
Manchester, NH

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	13
9.1	Real Property Apportionments	13
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	24
12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1“Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2“Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3“Closing”  shall have the meaning given such term in Section 2.2.

1.4“Closing Date”  shall have the meaning given such term in Section 2.2.

1.5“Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6“Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7“Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8“Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9“Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10“Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11“Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12“Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13“Purchase Price”  shall mean Twenty-Five Million Three Hundred Forty-Two Thousand Six Hundred Eighty Dollars ($25,342,680).

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1.14“Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15“Rent Roll”  shall mean Schedule B to this Agreement.

1.16“Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17“Title Company”  shall mean Stewart Title Guaranty Company.

1.18“Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.PURCHASE AND SALE; CLOSING.

2.1Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3Purchase Price.

(a)At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.TITLE, DILIGENCE MATERIALS, ETC.

3.1Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)(i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Lease and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)All approvals and consents, if any, required from the City of Manchester, New Hampshire, in connection with the assignment of any development agreement or related document affecting the Property;

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(e)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor

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compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a

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petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

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SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on

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such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to

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the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall

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have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

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SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal

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representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any

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failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

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12.8Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the

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Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights

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hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is

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or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

3000 Goffs Falls Road
Manchester, NH

Tract 1:

A certain lot of land situated in the City of Manchester, County of Hillsborough, State of New Hampshire, shown as Lots 1 and 1A on “Subdivision Plan of Pine Island Park, Manchester, N.H.” dated May 23, 1975, prepared by Thomas F. Moran, Inc. and recorded at the Hillsborough County Registry of Deeds as Plan No. 9375, and more particularly described as follows:

Beginning at a granite bound on the east side of Goffs Falls Road, said point also being the southwest corner of land now or formerly of Peter J. and Lillian King, said point also being the northwest corner of the tract herein described;

Thence by the easterly side of Goffs Falls Road, South 23° 31’ 40” West, a distance of 118.45 feet to a granite bound;

Thence southwesterly by a curve to the right of radius 987.88 feet a distance of 186.79 feet to a New Hampshire Highway Department bound;

Thence South 34° 21’ 45” West, a distance of 444.60 feet;

Thence southwesterly by a curve to the left of radius 1,399.50 feet a distance of 706.33 feet to the northwest corner of land of Nicholas and K. Zaworotny, said last four courses being by the easterly right-of-way line of Goffs Falls Road;

Thence South 80° 43’ 30” East, a distance of 256.71 feet to a granite bound;

Thence South 6° 31’ 45” West, a distance of 90.54 feet to a granite bound;

Thence South 12° 38’ 55” East, a distance of 126.61 feet to a granite bound;

Thence South 26° 05’ 05” East, a distance of 163.42 feet to a granite bound at the southeast corner of land now or formerly of Zaworotny, said last four courses being by land of Zaworotny;

Thence North 50° 34’ 50” East, a distance of 100.00 feet to a stone bound;

Thence South 45° 53’ 30” East, a distance of 233.31 feet to a stone bound;

Thence South 45° 53’ 30” East, a distance of 4 feet, more or less, to the shore of Pine Island Pond;

Thence northeasterly and northwesterly by the shore of Pine Island Pond, a distance of 2,280 feet, more or less, to a point 6 feet, more or less, from an iron pipe near the shore of the inlet north of North Island;

Thence westerly by the shore of the inlet north of North Island, a distance of 380 feet, more or less, to a point at the southern corner of land now or formerly of Peter J. and Lillian King, said point being 5 feet, more or less, from a granite bound;

Thence North 71’ 14’ 00” West, a distance of 5 feet, more or less, along said King land to the granite bound cited above;

Thence continuing along said King land North 71° 14’ 00” West, a distance of 70.00 feet to a granite bound at the east side of Goffs Falls Road, said point being also the point of beginning.

Tract 2:

A certain parcel of land situated in the City of Manchester, County of Hillsborough, State of New Hampshire, as shown on a plan called “Additional Right of Way Acquisition, Goffs Falls Road Realignment Dedicated by Home Insurance Co.” dated May 1977, prepared by Thomas S. Moran, Inc. and recorded at the Hillsborough County Registry of Deeds as Plan No. 10941, more particularly bounded and described as follows:

Beginning at the most northerly point of the tract at the intersection’s easterly sideline of Brown Avenue and the westerly sideline of Jeffery Street;

Thence turning and running along a curve to the left with a radius of 827.65 feet and a delta angle of 8° 43’ 27” a distance of 126.02 feet to a point;

Thence turning and running south 33° 22’ 08” West a distance of 427.53 feet to a point; thence turning and running along a curve to the left with a radius of 735.54 feet and a delta angle of 40° 38’ 40” a distance of 469.72 feet;

Thence turning and running along a curve to the left with a radius of 735.54 feet and a delta angle of 4° 03’ 18” a distance of 52.06 feet to a point;

Thence turning and running South 7° 16’ 32” East a distance of 67.94 feet to a point at the westerly side of Goffs Falls Road, the last five courses being along the easterly sideline of Brown Avenue;

Thence turning and running along a curve to the right with a radius of 1,465.50 and a delta angle of 4’ 17’ 59” a distance of 109.97 feet to a point;

Thence turning and running along a curve to the right with a radius of 1,465.50 and a delta angle of 16° 34’ 02” a distance of 423.76 feet;

Thence turning and running North 31° 54’ 38” East a distance of 120.00 feet to a point at the westerly sideline of Jeffery Street, the last three courses being along the westerly sideline of Goffs Falls Road;

Thence turning and running North 14° 45’ 43” East a distance of 196.87 feet to a point;

Thence turning and running North 21° 06’ 38” East a distance of 263.80 feet to the point of beginning, the last two courses being along Jeffery Street.

Meaning and intending to describe the same premises conveyed to New Hampshire-Vermont Health Service d/b/a Blue Cross and Blue Shield of New Hampshire by the Warranty Deed of The Home Insurance Company dated August 13, 1992, and recorded at the Hillsborough County Registry of Deeds, Book 5361, Page 231.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

3000 Goffs Falls Road

Anthem Health Plans of NH

1.Lease Agreement, dated May 10, 1999, by and between Barry M. Portnoy and Gerard M. Martin, Trustees of Hub Properties Trust under a Declaration of Trust dated September 12, 1996 (“Landlord”) and New Hampshire Vermont Health Services d/b/a Blue Cross Blue Shield of New Hampshire (“Lessee”).

2.Assignment and Assumption of Lease, dated October 27, 1999, by and between New Hampshire-Vermont Health Service d/b/a Blue Cross Blue Shield of New Hampshire (“Assignor”) and Anthem Health Plans of New Hampshire, Inc. (“Assignee”).

SCHEDULE C

Form of Deed

WARRANTY DEED

NEW HAMPSHIRE-VERMONT HEALTH SERVICE, d/b/a Blue Cross and Blue Shield of New Hampshire, a New Hampshire corporation, with a place of business at 3000 Goffs Falls Road, City of Manchester, County of Hillsborough, State of New Hampshire 03101, (hereinafter called the “Grantor”), for consideration paid, grants to Barry M. Portnoy and Gerard M. Martin, Trustees of Hub Properties Trust under a Declaration of Trust dated September 12, 1996, a Maryland real estate investment trust with a place of business at c/o REIT Management & Research, Inc., 400 Centre Street, Newton, Massachusetts 02458, with Warranty Covenants:

Tract 1:

A certain lot of land together with the buildings and improvements thereon situated in the City of Manchester, County of Hillsborough, State of New Hampshire, shown as Lots 1 and 1A on “Subdivision Plan of Pine Island Park, Manchester, N.H.” dated May 23, 1975, prepared by Thomas F. Moran, Inc. and recorded at the Hillsborough County Registry of Deeds as Plan No. 9375, and more particularly described as follows

Beginning at a granite bound on the east side of Goffs Falls Road, said point also being the southwest corner of land now or formerly of Peter J. and Lillian King, said point also being the northwest corner of the tract herein described;

Thence by the easterly side of Goffs Falls Road, South 23° 31’ 40” West, a distance of 118.45 feet to a granite bound;

Thence southwesterly by a curve to the right of radius 987.88 feet a distance of 186.79 feet to a New Hampshire Highway Department bound;

Thence South 34° 21’ 45” West, a distance of 444.60 feet;

Thence southwesterly by a curve to the left of radius 1,399.50 feet a distance of 706.33 feet to the northwest corner of land of Nicholas and K. Zaworotny, said last four courses being by the easterly right-of-way line of Goffs Falls Road;

Thence South 80° 43’ 30” East, a distance of 256.71

feet to a granite bound;

Thence South 6° 31’ 45” West, a distance of 90.54 feet to a granite bound;

Thence South 12° 38’ 55” East, a distance of 126.61 feet to a granite bound;

Thence South 26° 05’ 05” East, a distance of 163.42 feet to a granite bound at the southeast corner of land now or formerly of Zaworotny, said last four courses being by land of Zaworotny;

Thence North 50° 34’ 50” East, a distance of 100.00 feet to a stone bound;

Thence South 45° 53’ 30” East, a distance of 233.31 feet to a stone bound;

Thence South 45° 53’ 30” East, a distance of 4 feet, more or less, to the shore of Pine Island Pond;

Thence northeasterly and northwesterly by the shore of Pine Island Pond, a distance of 2,280 feet, more or less, to a point 6 feet, more or less, from an iron pipe near the shore of the inlet north of North Island;

Thence westerly by the shore of the inlet north of North Island, a distance of 380 feet, more or less, to a point at the southern corner of land now or formerly of Peter J. and Lillian King, said point being 5 feet, more or less, from a granite bound;

Thence North 71° 14’ 00” West, a distance of 5 feet, more or less, along said King land to the granite bound cited above;

Thence continuing along said King land North 71° 14’ 00” West, a distance of 70.00 feet to a granite bound at the east side of Goffs Falls Road, said point being also the point of beginning.

Tract 2:

A certain parcel of land situated in the City of Manchester, County of Hillsborough, State of New Hampshire, as shown on a plan called “Additional Right of Way Acquisition, Goffs Falls Road Realignment Dedicated by Home Insurance Co.” dated May 1977, prepared by Thomas S. Moran,

Inc. and recorded at the Hillsborough County Registry of Deeds as Plan No. 10941, more particularly bounded and described as follows:

Beginning at the most northerly point of the tract at the intersection’s easterly sideline of Brown Avenue and the westerly sideline of Jeffery Street;

Thence turning and running along a curve to the left with a radius of 827.65 feet and a delta angle of 8° 43’ 27” a distance of 126.02 feet [erroneously described as a distance of 95.28 feet in the Warranty Deed of The Home Insurance Company dated August 13, 1992, recorded at the Hillsborough County Registry of Deeds at Book 5361, Page 231] to a point;

Thence turning and running south 33° 22’ 08” West a distance of 427.53 feet to a point;

Thence turning and running along a curve to the left with a radius of 735.54 feet and a delta angle of 40° 38’ 40” a distance of 469.72 feet;

Thence turning and running along a curve to the left with a radius of 735.54 feet and a delta angle of 4° 03’ 18” a distance of 52.06 feet to a point;

Thence turning and running South 7° 16’ 32” East a distance of 67.94 feet to a point at the westerly side of Goffs Falls Road, the last five courses being along the easterly sideline of Brown Avenue;

Thence turning and running along a curve to the right with a radius of 1,465.50 and a delta angle of 4° 17’ 59” a distance of 109.97 feet to a point;

Thence turning and running along a curve to the right with a radius of 1,465.50 and a delta angle of 16° 34’ 02” a distance of 423.76 feet;

Thence turning and running North 31° 54’ 38” East a distance of 120.00 feet to a point at the westerly sideline of Jeffery Street, the last three courses being along the westerly sideline of Goffs Falls Road;

Thence turning and running North 14° 45’ 43” East a distance of 196.87 feet to a point;

Thence turning and running North 21° 06’ 38” East a distance of 263.80 feet to the point of beginning, the last two courses being along Jeffery Street.

This conveyance is subject to the following

1.Flowage rights described in deed from Jonathan A. Lane to Devonshire Mills dated January 12, 1887, and recorded at the Hillsborough County Registry of Deeds, Book 487, Page 54.

2.Water pipe reservation set forth in Warranty Deed of Public Service Company of New Hampshire to the State of New Hampshire dated April 30, 1943, and recorded at the Hillsborough County Registry of Deeds, Book 1049, Page 82

3.Possible rights in favor of the City of Manchester resulting from (i) the recordation of a plan entitled “Additional Right of Way Acquisition, Goffs Falls Road Realignment, dedicated by Home Insurance Company” dated May 1977, and recorded at the Hillsborough County Registry of Deeds as Plan No. 10941 which plan shows a proposed easement area at the southerly tip of the Tract 2; and (ii) the dedication of such area to the City of Manchester on November 4, 1977.

4.Easement from The Home Insurance Company to New England Telephone and Telegraph Company dated April 6, 1978, and recorded at the Hillsborough County Registry of Deeds, Book 2601, Page 232.

5.Development Agreement between the City of Manchester and New Hampshire-Vermont Health Service d/b/a Blue Cross and Blue Shield of New Hampshire dated August 11, 1992, recorded at the Hillsborough County Registry of Deeds at Book 5361, Page 236

6.The following matters disclosed to the grantees:

(a)Guy wire to pole PSCO #6 encroaches onto Parcel 2;

(bOverhead electric line crosses over Parcel 2;

(c)Overhead electric, telephone and cable lines cross over Parcel 2;

(d)Utility pole, guy wires and overhead cable lines encroach onto Parcel 2;

(e)Utility pole guy wires, support pole and overhead cable lines encroach onto Parcel 2;

(f)Utility pole, guy wire, overhead and underground cable lines encroach onto Parcel 2;

(g)Support pole encroaches onto Parcel 1;

(h)Guy wire to Pole 31395 encroaches onto Parcel 2;

(i)Utility pole PSCO #39A and overhead electric lines encroach onto Parcel 2;

(j)Wood dock encroaches into the channel;

(k)24 inch drainage pipe with headwall drains into the channel; and

(1)Fence encroaches upon road.

7.Confirmatory Water Level Agreement dated August 11, 19992 between New Hampshire-Vermont Health Service d/b/a Blue Cross and Blue Shield of New Hampshire and the City of Manchester, recorded at Hillsborough County Registry of Deeds at Book 5361, Page 241.

Meaning and intending to describe and convey the same premises conveyed to New Hampshire-Vermont Health Service d/b/a Blue Cross and Blue Shield of New Hampshire by the Warranty Deed of The Home Insurance Company dated August 13, 1992, and recorded at the Hillsborough County Registry of Deeds, Book 5361, Page 231.

EXECUTED under seal this _____ day of May, 1999.

NEW HAMPSHIRE-VERMONT HEALTH
SERVICE D/B/A BLUE CROSS AND
BLUE SHIELD OF NEW HAMPSHIRE
By:
	Name:
	Title:
	Duly Authorized

STATE OF NEW HAMPSHIRE
COUNTY OF MERRIMACK

The foregoing instrument was acknowledged before me this _______ day of May, 1999, by David A. Jensen, the President and Chief Executive Officer of New Hampshire-Vermont Health Service d/b/a Blue Cross and Blue Shield of New Hampshire, a New Hampshire corporation, on behalf of said corporation.

Notary Public

My Commission Expires:

EXHIBIT A

(See attached document)

EX-10.14

Exhibit 10.14

1305 Corporate Center Dr.
Eagan, MN

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	2
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	3
3.1	Title	3
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	6
5.3	Other Conditions	6
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	7
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	10

7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	10
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	11
8.3	Compliance with Laws, Etc.	11
8.4	Compliance with Agreements	11
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	17
12.1	Allocation of Liability	17
12.2	Brokers	17
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	19
12.6	Assignment; Successors and Assigns	20
12.7	Severability	20
12.8	Counterparts Complete Agreement, Etc.	20
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	21
12.12	Time of Essence	21
12.13	Governing Law	21
12.14	Arbitration	21
12.15	Like Kind Exchange	22
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	23
12.19	Waiver and Further Assurances	23

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Sixteen Million Eight Hundred Seventy-Nine Thousand Four Hundred Forty Dollars ($16,879,440).

1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

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1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver

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to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

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SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are

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customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

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SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by

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amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due

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and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal

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condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture,

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mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

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8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are

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to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

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(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due

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during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

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SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

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10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions

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contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

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if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance

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of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall

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constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in

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writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange

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accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information

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necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

1305 Corporate Center Drive
Eagan, MN

Legal Description

Lot 1, Block 1, Eagandale Office Park 3rd Addition, according to the plat thereof recorded as Document No. 179386, Dakota County, Minnesota.

Together with the benefits of the access easement created in Document No. 333172.

Torrens Certificate Number: 111652

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1305 Corp. Center Drive

Prime

1.Lease Agreement, dated June 10, 2005, by and between Hub Properties Trust (“Landlord”) and Prime Therapeutics LLC (“Tenant”).

2.First Amendment to Lease, dated January 18, 2006, by and between Hub Properties Trust (“Landlord”) and Prime Therapeutics LLC (“Tenant”).

3.Second Amendment to Lease, dated March 2, 2006, by and between Hub Properties Trust (“Landlord”) and Prime Therapeutics LLC (“Tenant”).

4.Amended and Restated Lease, dated June 12, 2007, by and between Hub Properties Trust (“Landlord”) and Prime Therapeutics LLC (“Tenant”).

5.Food Services Agreement (Fee), effective September 1, 2006, between Hub Properties Trust (“Client”) and Compass Group USA, Inc.

6.Assignment of Food Services Agreement, dated June 12, 2007, by and between Hub Properties Trust (“Assignor”) and Prime Therapeutics LLC (“Assignee”). Note: Includes Consent to Assignment.

INDEX

Lease

1305 Corp. Center Drive

Time Warner Telecom of MN

1.Right of Entry Agreement, dated May 20, 2005, by and between Hub Properties Trust (“Owner”) and Time Warner Telecom of Minnesota LLC (“Operator”).  Re:  Cable

SCHEDULE C

Form of Deed

LIMITED WARRANTY DEED

State Deed Tax Due:  $_____.

THIS LIMITED WARRANTY DEED, is made and entered into from BLUMIN INC., a Minnesota corporation, having an address c/o Intershop Holding (North America) Inc., 1100 Two Galleria Tower, Dallas, Texas 75240, Attn: Susan C. Routh (“Grantor”) to HUB PROPERTIES TRUST, a Maryland real estate investment trust having an address at 400 Centre Street, Newton, Massachusetts 02158 (“Grantee”).

WITNESSETH:          That for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, Grantor hereby bargains, sells, grants, conveys and confirms unto Grantee that certain real property described in Schedule A attached hereto and incorporated herein by reference for all purposes, together with the right, title and interest of Grantor, if any, in and to (i) the improvements and fixtures located thereon and (ii) all easements, covenants and other rights appurtenant to said property, and any land lying in the bed of any street, road, avenue or alley, open or closed in front of or adjoining said property and to the center line thereof (collectively referred to as the “Real Property”).

TO HAVE AND TO HOLD the Real Property unto Grantee, its successors and assigns, in fee simple forever.

Except as set forth in Schedule B attached hereto and incorporated herein by reference for all purposes, Grantor does hereby warrant and forever defend the Real Property in Grantee against the lawful claims of all persons claiming by, through or under Grantor, but not further or otherwise.

Grantor certifies that Grantor does not know of any wells on the Real Property.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed by and through its duly authorized officer this _____ day of  ___________, 1998.

BLUMIN INC.
By:
	Name:
	Title:

STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

The foregoing instrument was acknowledged before me this ___ day of March, 1998, by ______________, ____________ of BLUMIN INC., A Minnesota corporation, on behalf of the corporation.

IN WITNESS WHEREOF, I hereunto have set my hand and official seal.

Notary Public

My Commission Expires:

Tax Statements for the property described above should be sent to:

c/o Hub Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Prepared By:	Return To:
Glast, Phillips & Murray, P.C.	Sullivan & Worcester LLP
2200 One Galleria Tower	One Post Office Square
Dallas, Texas 75240	Boston, Massachusetts 02109
Attn: Sam Glast, Esq.	Attn: Jennifer C. Clark, Esq.

EXHIBIT A

(See attached document)

EXHIBIT B

(see attached document)

EX-10.15

Exhibit 10.15

59 Executive Park South
Atlanta, GA

PURCHASE AND SALE AGREEMENT

by and between

HRP NOM 2 L.P.,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Retained Property	3
1.17	Seller	3
1.18	Title Company	3
1.19	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	7
5.1	Purchase Price	7
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	8
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9

SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
7.1	Status and Authority of the Purchaser	11
7.2	Action of the Purchaser	11
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	12
8.1	Approval of Agreements	12
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	13
9.1	Real Property Apportionments	13
9.2	Closing Costs	16
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	17
10.3	Survival	17
SECTION 11.	DEFAULT	18
11.1	Default by the Seller	18
11.2	Default by the Purchaser	18
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	19
12.4	Notices	19
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	21
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	22
12.9	Performance on Business Days	22
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	24
12.17	Non-liability of Trustees of Purchaser	24
12.18	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HRP NOM 2 L.P., a Delaware limited partnership (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement” shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing” shall have the meaning given such term in Section 2.2.

1.4       “Closing Date” shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey” shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy” shall mean, the existing title insurance policy for the Property.

1.7       “Improvements” shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land” shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases” shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property” shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions” shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property” shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price” shall mean Seventeen Million Seven Hundred Seventy-Two Thousand Seven Hundred Ninety Dollars ($17,772,790).

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1.14     “Purchaser” shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll” shall mean Schedule B to this Agreement.

1.16     “Retained Property” shall have the meaning given such term in Section 4.1(d).

1.17     “Seller” shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.18     “Title Company” shall mean Stewart Title Guaranty Company.

1.19     “Update” shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale. In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing. The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title. Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company. The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof. Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects. The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters. If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions). The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice. Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence. The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii)

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.         CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents. The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      A long term land lease, parking easement and/or master deed, declaration of trust and related condominium documents, in form and substance reasonably satisfactory to the Seller and the Purchaser, as may be necessary to treat the Property and any adjacent land or improvements of the

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Seller not conveyed hereunder(the “Retained Property”) as separate tax parcels, with each in compliance with applicable law;

(e)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

(f)       To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(g)      A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(h)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy. The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters. The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property. The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions. All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

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SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.         REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor

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compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a

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petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the

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extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.         REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

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7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

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SECTION 8.         COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

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SECTION 9.         APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;
(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on

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such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)      If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)       At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to

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the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall

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have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d), and (iv) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges, and (iii) fifty percent (50%) of all costs, fees and expenses, including, without, limitation, attorneys’ fees and expenses, incurred in connection with the implementation of the provisions of Section 4.1(d).

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.       DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this

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Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

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SECTION 11.       DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal

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representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

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(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition,

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covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be

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valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

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In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37,

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including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser

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hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HRP NOM 2 L.P., a Delaware limited partnership
By:	HRP Nom 2 L.L.C., a Delaware limited liability company, its general partner
	By:	HRP Nom 2 Inc., a Delaware corporation, its managing member
	By:	/s/ John C. Popeo
		John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

59 Executive Park South
Atlanta, GA

The building known as 59 Executive Park South, Atlanta, Georgia located on a portion of the parcel of land described below:

Area 2, (Buildings 57 and 59)

TOGETHER WITH ALL THAT TRACT or parcel of land lying and being in Land Lots 153, 154 and 155 of the 18th District, DeKalb County, Georgia, and being more particularly described as follows:

BEGINNING at a point located at the intersection of the westerly right-of-way of Executive Park Drive (having a variable right-of-way) with the northerly right-of-way of Executive Park South (having a 60 foot right-of-way); thence along the northerly right-of-way of Executive Park South along a curve to the right an arc distance of 102.96 feet, being subtended by a chord of North 71° 49’ 23” West for a distance of 101.41 feet to a point; thence North 54° 23’ 53” West for a distance of 41.30 feet to a point; thence along a curve to the left and an arc length of 108.26 feet, being subtended by a chord North 65° 58’ 21” West for a distance of 107,56 feet to a point on the northerly right-of-way of Executive Park South and the point of BEGINNING; thence from the point of BEGINNING along the northerly right-of-way of Executive Park South for the following calls and distances along a curve to the left having a radius of 180.94 feet and an arc length of 43.87 feet, being subtended by a chord of North 84° 47’ 45” West for a distance of 43.76 feet to a point; thence South 88° 15’ 31” West for a distance of 236.98 feet to a point; thence along a curve to the left having a radius of 298.25 feet and an arc length of 81.29 feet, being subtended by a chord of South 80° 27’ 01” West for a distance of 81.04 feet to a point; thence South 61° 52’ 40” West for a distance of 18.78 feet to a point; thence South 71° 06’ 30” West for a distance of 49.95 feet to a point; thence South 60° 48’ 32” West for a distance of 49.95 feet to a point; thence South 48° 15’31” West for a distance of 24.58 feet to a point; thence continuing along the right-of-way of Executive Park South, South 48° 15’ 31” West for a distance of 10.34 feet to a point; thence South 38° 51’ 11” West for a distance of 15.16 feet to a point; thence South 41° 27’ 31” West for a distance of 49.95 feet to a point; thence South 50° 13’ 31” West for a distance of 49.95 feet to a point; thence South 60° 06’ 31” West for a distance of 36.47 feet to a point; thence South 62° 18’ 31” West for a distance of 80.46 feet to a point; thence South 61° 35’ 31” West for a distance of 28.76 feet to a point; thence South 61° 35’

31” West for a distance of 21.20 feet to a point; thence South 58° 30’ 31” West for a distance of 49.95 feet to a point; thence South 57° 46’ 31” West for a distance of 35.97 feet to a point; thence South 57° 09’ 31” West for a distance of 177.32 feet to a point; thence South 56° 05’ 31” West for a distance of 49.95 feet to a point; thence South 54° 50’ 31” West for a distance of 49.95 feet to a point; thence South 54° 03’ 31” West for a distance of 58.55 feet to a point;

Thence South 52° 26’ 32” West for a distance of 78.93 feet to a point on the easterly right-of-way of Chantilly Drive (having a variable right-of-way); thence along the easterly right-of-way of Chantilly Drive for the following calls and ‘distances: North 30° 24’ 25” West for a distance of 29.17 feet to a point; thence North 42° 00’ 32” West for a distance of 39.40 feet to a point; thence North 59° 11’ 32” West for a distance of 49.50 feet to a point; thence North 65° 59’ 32” West for a distance of 40.30 feet to a point; thence North 67° 18’ 32” West for a distance of 49.95 feet to a point on the southerly right-of-way of Interstate 85; thence along the southerly right-of-way of Interstate 85 for the following courses and distances: North 23° 50’ 28” East for a distance of 214.40 feet to a R/W monument found; thence North 49° 42’ 25” East for a distance of 386.80 feet to a point; thence North 55° 55’ 25” East for a distance of 126.75 feet to a point; thence North 59° 26’ 25” East for a distance of 100.00 feet to a point; thence North 59° 45’ 17” East for a distance of 100.04 feet to a R/W monument found; thence North 61° 03’ 15” East for a distance of 489.82 feet to an iron pin found; thence leaving the southerly right-of- way of Interstate 85 South 30° 00’ 24” East for a distance of 434.97 feet to a point; thence South 02° 18’ 47” West for a distance of 64.56 feet to a point on the northerly right-of-way of Executive Park South and the point of BEGINNING.  Together with and subject to covenants, easements, and restrictions of records.  Said property contains 10.457 acres, more or less.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

59 Executive Park South

Emory Clinic, Inc.

1.         Office Lease Agreement, dated December 16, 2002, by and between Hallwood 98, L.P. (“Landlord”) and The Emory Clinic, Inc. (“Tenant”).

2.         First Amendment to Lease, dated July 3, 2003, by and between Hallwood 98, L.P. (“Landlord”) and The Emory Clinic, Inc. (“Tenant”).

SCHEDULE C

Form of Deed

LIMITED WARRANTY DEED

STATE OF CONNECTICUT

COUNTY OF HARTFORD

THIS INDENTURE, made this 18th of December, 1985, by and between AETNA INSURANCE COMPANY, a Connecticut corporation (hereinafter referred to as “Grantor”) and EXECUTIVE PARK VENTURES, a California joint venture comprised of Equitec Real Estate Investors Fund XIV, a California limited partnership, Equitec Real Estate Investors Fund XIV, a California limited partnership and Equitec Real Estate Investors Fund XVI, a California Limited Partnership, a California limited partnership (hereinafter referred to as “Grantee”).

W I T N E S S E T H:

Grantor, for and in consideration of the cum of Ten Dollar’s ($10.00) and other valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, has bargained, sold, granted and conveyed and does by these presents hereby bargain, sell, grant and convey to Grantee and the successors and assigns of Grantee those certain tracts or parcels of land being more particularly described on Exhibit “A” hereto and by this reference made a part hereof (hereinafter referred to as the “Premises”) subject to those Permitted Exceptions affecting title as hereinafter described.

The Premises is hereby bargained, sold, granted and conveyed subject to the permitted exceptions set forth on Exhibit “B” attached hereto and by reference made a part hereof.

TO HAVE AND TO HOLD the Premises, with all and singular the rights, members, and appurtenances thereof, to the same being, belonging or in anywise pertaining to the only proper use, benefit and behoof of Grantor and the successors and assigns of Grantee, forever, in fee simple, subject to the permitted exceptions set forth on said Exhibit “B”.

And the Grantor, tor itself, its successors and assigns, will warrant and forever attend the right to the Premises unto the Grantee and the successors and assigns of Grantee, against the lawful claims of all persons whomsoever claiming by, through or under Grantor, its successors and assigns.

IN WITNESS WHEREOF, the Grantor acting by and through its duly authorized officers therefor has caused this indenture to be executed and its seal to be hereunto affixed on the day, month and year first above written.

	AETNA INSURANCE COMPANY, a Connecticut corporation
Signed, sealed and delivered Inc.,	By:	CIGNA Capital Advisers,
in the presence of:		a Delaware corporation
	By:
Witness		Title: James H. Rogers
		Vice President
	Attest:
Notary Public			Title:
			Jacques C. Lewis
My commission expires:			Investment Officer
[NOTARIAL SEAL]

EXHIBIT A

(see attached document)

EXHIBIT B

(see attached document)

EX-10.16

Exhibit 10.16

866 North Main St.
Wallingford, CT

PURCHASE AND SALE AGREEMENT

by and between

BLUE DOG PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	23
12.17	Non-liability of Trustees of Seller	23
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between BLUE DOG PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Three Million Seven Hundred Fourteen Thousand Four Hundred Twenty Dollars ($3,714,420).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “  “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.        REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.        COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.        APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

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(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)     If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)      At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.      DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.      DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated December 18, 2003, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be

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held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).  The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
BLUE DOG PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

866 North Main Street
Wallingford, CT

All that certain piece or parcel of land, together with the buildings and improvements thereon, situate, lying and being in the Town of Wallingford, County of New Haven and State of Connecticut as shown on that certain map entitled:  BARNES INDUSTRIAL PARK Wallingford, Connecticut Lot B, Cardinal Engineering Associates Inc. Consulting Engineers 99 Colony St. Meriden, Conn. Scale 1” = 40’ __ Dated Dec. 13, 1985 Drawn by E.K.K. Checked by S.D.C. Job No. 942” which map is on file in the office of the Wallingford Town Clerk as Map # 3559.  Lot 15 is more particularly bounded and described as follows:

Beginning at a point on the easterly highway line of North Main Street which point marks the northwesterly corner of Lot 14 and the southwesterly corner of Lot 15 as shown on said map; running thence on azimuth 99° 34’ 27” a distance of 188.84 feet; running thence along a curve to the left having a radius of 99.50 feet a distance of 39.17 feet to a point; running thence on an azimuth 77° 01’ 18” a distance of 59.43 feet to a point; running thence on an azimuth 167° 01’ 18” a distance of 167.22 feet to a point; running thence on an azimuth 77° 01’ 18” a distance of 97.45 feet to a point; running thence on an azimuth 120° 12’ 41” a distance of 196.34 feet to a point; the last six courses being along Lot 14 as shown on said map; running thence on an azimuth 30° 22’ 41” along Lot 12 as shown on said map a distance of 302.05 feet to a point; running thence along a curve to the left having a radius of 2,754.79 feet; a distance of 203.17 feet to a point, the last three courses being along the southerly highway line of Connecticut Route 68 (484.97 feet) as shown on said map, running thence along an azimuth 193° 54’ 27” a distance of 390.43 feet along the easterly highway line of North Main Street to the point or place of beginning.

Together with an easement across Lot 14 as shown on said map, more particularly bounded and described as follows:

Beginning at a point on the easterly highway line of North Main Street which point is 194.88 feet southerly of the northwesterly corner of Lot 14; thence running along a curve to the left having a radius of 25 feet a distance of 24.83 feet to a point; running thence along a curve to the left having a radius of 69.50 feet a distance of 74.86 feet to appoint; running thence on an azimuth 24° 19’ 27” a distance of 72.00 feet to a point; running thence along a curve to the right having a radius of 104.50 feet a distance of 137.25 feet to a point; running thence along an azimuth 99° 34’ 27” a distance of

33.00 feet to a point; running thence along a curve to the left having a radius of 99.50 feet a distance of 19.17 feet to a point; running thence on an azimuth 77° 01’ 18” a distance of 59.43 feet to a point; running thence on an azimuth 167° 01’ 18” a distance of 25.00 feet to a point; running thence on an azimuth 237° 01’ 18” a distance of 59.43 feet to a point; running thence along a curve to the right having a radius of 124.50 feet a distance of 4901 feet to a point; running thence on an azimuth 279° 34’ 27” a distance of 33.00 feet to a point; running thence along a curve to the left having a radius of 79.50 feet a distance of 104.41 feet to a point; running thence on an azimuth 204° 19’ 27” a distance of 72.00 feet to a point; running thence along a curve to the right having a radius of 94.50 feet a distance of 122.47 feet to a point; running thence along a curve to the left having a radius of 23.00 feet a distance of 12.89 feet to a point on the easterly highway line of North Main Street; running thence on an azimuth 15° 54’ 27” a distance of 36.72 feet along the easterly highway line of North Main Street to the point or place of beginning.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

866 N. Main Street

Source Medical Solutions

1.Lease Agreement, dated September 12, 2002, by and between WEI Flex I, L.L.C. (“Landlord”) and Source Medical Solutions, Inc. (“Tenant”).

2.Amendment, dated May 1, 2003, by and between WEI Flex I, L.L.C. (“Landlord”) and Source Medical Solutions, Inc. (“Tenant”).

3.Second Amendment to Lease, dated April 25, 2007 by and between Blue Dog Properties Trust, successor in interest to WEI Flex I, L.L.C. (“Landlord”) and Source Medical Solutions, Inc. (“Tenant”).

INDEX

Lease

866 N. Main Street

Workers Comp Trust

1.Lease, dated June 20, 2002, by and between WEI Flex I, L.L.C. (“Landlord”) and Connecticut Hospital Association Workers’ Compensation Trust (“Tenant”).

2.Amendment No. 1 to Lease, dated April 7, 2003, by and between WEI Flex I, L.L.C. (“Landlord”) and Connecticut Hospital Association Workers’ Compensation Trust (“Tenant”).

3.Amendment No. 2 to Lease, dated June 20, 2006, by and between WEI Flex I, L.L.C. (“Landlord”) and Workers’ Compensation Trust (“Tenant”).  Note: Per this amendment name change from Connecticut Hospital Association Workers’ Compensation Trust to Workers’ Compensation Trust.

SCHEDULE C

Form of Deed

STATUTORY FORM QUITCLAIM DEED

WEI FLEX I, L.L.C., a Delaware limited liability company with an address of Winstanley Enterprises LLC, 150 Baker Avenue Extension, Suite 303, Concord, Massachusetts 01742 (“Grantor”), for consideration paid, grants to BLUE DOG PROPERTIES TRUST, a Maryland real estate investment trust with an address of 400 Centre Street, Newton, Massachusetts 02458 (“Grantee”) with QUITCLAIM COVENANTS, all of its right, title and interest in and to the property known as 866 North Main Street Extension, Wallingford, Connecticut, as more particularly described on Schedule A attached hereto and made a part hereof (the “Property”).

The. Property is conveyed subject to the real estate taxes due the town of Wallingford on the Grand List of 2005 and subsequent years which taxes Grantee, by acceptance of this deed, agrees and assumes to pay as part consideration for this deed.

TO HAVE. AND TO. HOLD the. above granted and bargained Property, with the improvements thereon and appurtenances thereto, unto Grantee, its successors and assigns forever, to its and their own proper use and behoof.

(Signature Page and Acknowledgement to Follow)

Signed this ____ day of October, 2006.

Witnessed by:				GRANTOR:
		WEI FLEX I, L.L.C.
Print Name:
		By:		WE Wallingford, Inc.,
Its
				Manager
				By:
Print Name:					Adam D. Winstanley
					Its President
COMMONWEALTH OF MASSACHUSETTS	)
		)	ss.  Concord
COUNTY OF MIDDLESEX		)

On this ____ day of October 2006, before me, the undersigned notary public, personally appeared Adam D. Winstanley, President of WE Wallingford, Inc., manager of WEI FLEX I, L.L.C., proved to me through satisfactory evidence of identification, which was his Massachusetts Driver’s license, to be the person whose name is signed on the. preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.

Notary Public

My Commission Expires:

Grantee’s Mailing Address:
Blue Dog Properties Trust
400 Centre Street
Newton, Massachusetts  02458
Attn:  John A. Mannix

SCHEDULE A

(See attached document)

EX-10.17

Exhibit 10.17

40 Sebethe Drive
Cromwell, CT

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1		Status and Authority of the Purchaser	10
7.2		Action of the Purchaser	10
7.3		No Violations of Agreements	11
7.4		Litigation	11
SECTION 8.	COVENANTS OF THE SELLER		11
8.1		Approval of Agreements	11
8.2		Operation of Property	12
8.3		Compliance with Laws, Etc.	12
8.4		Compliance with Agreements	12
8.5		Notice of Material Changes or Untrue Representations	12
8.6		Insurance	12
8.7		Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS		12
9.1		Real Property Apportionments	12
9.2		Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY		16
10.1		Casualty	16
10.2		Condemnation	16
10.3		Survival	17
SECTION 11.	DEFAULT		17
11.1		Default by the Seller	17
11.2		Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS		18
12.1		Allocation of Liability	18
12.2		Brokers	18
12.3		Publicity	18
12.4		Notices	18
12.5		Waivers, Etc.	20
12.6		Assignment; Successors and Assigns	20
12.7		Severability	21
12.8		Counterparts Complete Agreement, Etc.	21
12.9		Performance on Business Days	21
12.10		Attorneys’ Fees	21
12.11		Section and Other Headings	22
12.12		Time of Essence	22
12.13		Governing Law	22
12.14		Arbitration	22
12.15		Like Kind Exchange	23
12.16		Recording	23
12.17		Non-liability of Trustees of Seller	23
12.18		Non-liability of Trustees of Purchaser	24
12.19		Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Six Million Two Hundred Six Thousand Three Hundred Seventy Dollars ($6,206,370).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)(i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;

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(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be

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held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

40 Sebethe Drive
Cromwell, CT

A certain piece or parcel of land, containing 8.82 acres± being Lot 2 on a map entitled “Property/ALTA/ACSM Land Title Survey, Land of Sebethe Associates Depicted as Lot 2, Sebethe Drive, Cromwell, Connecticut,” prepared by Conklin & Soroka, Inc., Cheshire, CT, Scale 1” - 100’, dated 11/6/97, revised to 12/2/97, being further bounded and described as follows:

Beginning at a point in the easterly streetline of Sebethe Drive: said point being the northwest corner of land now or formerly of Six C’s, L.L.C. and the southwest corner of the herein described parcel;

Thence running northerly the following two (2) courses and distances along said easterly streetline of Sebethe Drive: N01°08’08”W 155.48 feet to a concrete monument found, and N00°58’48”E 109.81 feet to the most westerly northwest corner of the herein described parcel;

Thence running easterly northerly, and easterly again along Lot 1 being other land of Sebethe Associates, the following three (3) courses and distances: N79°47’2593 264.98 feet; N10°12’35”W 177.54 feet, and N79°47125”E 828.35 feet to the northeast corner of the herein described parcel, also being a point on the westerly property line of land now or formerly of North Ridge Properties;

Thence running southerly along said westerly property line of North Ridge Properties 517°50’39”W 424.31 feet to the southeast corner of the herein described parcel, also being the southwest corner of land now or formerly of North Ridge Properties and also being a point on the northerly property line of land now or formerly of C & C Realty Company;

Thence running southwesterly along said northerly property line S63°14’13”W 257.16 feet to an iron pipe found at the northwest corner of said C & C Realty Company, also being the northeast corner of land now or formerly of Six C’s L.L.C.;

Thence running westerly along the northerly property line of said Six C’s L.L.C. 580°23’58°W 676.96 feet to the point or place of beginning.

Together with the Access and Utility Easement and Drainage Easement established pursuant to the terms of the Warranty Deed dated January 9, 1998 executed by Sebethe Associates in favor of

Cromwell Associates, L.P. and recorded on January 12, 1998 in Volume 655, Page 102 of the Cromwell Land Records.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

40 Sebethe Drive

Apria HealthCare, Inc.

1.         Standard Commercial Single-Tenant Lease, dated October 1, 1997, by and between Pitcairn Properties Incorporated (“Landlord”) and Apria Healthcare, Inc. (“Tenant”).

2.         First Amendment to Standard Commercial Single-Tenant Lease, dated October 1, 1997, by and between Cromwell Associates, L.P. d/b/a Cromwell Venture I, L.P., successor in interest to Pitcairn Properties Incorporated (“Landlord”) and Apria Healthcare, Inc. (“Tenant”).

3.         Second Amendment to Lease, dated February 1, 2007, by and between Cromwell Venture I, L.P. (“Landlord”) and Apria Healthcare, Inc. (“Tenant”).

SCHEDULE C

Form of Deed

STATUTORY FORM WARRANTY DEED

CROMWELL ASSOCIATES, L.P., dba Cromwell Venture I, Limited Partnership, a Pennsylvania limited partnership with an address c/o Pitcairn Properties Incorporated, 165 Township Line Road, Suite 1500, Jenkintown, Pennsylvania 19046 (“Grantor”), for consideration paid, grants to HUB PROPERTIES TRUST, a Maryland real estate investment trust with an address at 400 Centre Street, Newton, Massachusetts 02458 (“Grantee”), with WARRANTY COVENANTS, certain real property located in the Town of Cromwell, County of Middlesex and State of Connecticut, situated on the easterly side of Sebethe Drive and more particularly described on Schedule A attached hereto and made a part hereof (the “Premises”) subject to, and with the benefit of, all matters of record.

Said Premises are conveyed together with:

(1)        a non-exclusive perpetual access and utility easement over Lot 1 as shown on the map referred to in Schedule A (“Lot 1”), which easement is further described in that certain Statutory Form Warranty Deed, dated January 9, 1998, from Sebethe Associates to Grantor and recorded with the Cromwell Land Records in Volume 655 at Page 102 (the “Grantor’s Deed”); and

(2)        a perpetual drainage easement over a portion of Lot 1, which easement is more particularly described in the Grantor’s Deed.

Being the same premises conveyed to Grantor by the Grantor’s Deed.

Dated this __ day of September, 2007.

Witnessed by:		CROMWELL ASSOCIATES, L.P.
	dba Cromwell Venture I, Limited
Partnership
_______________________________
Print Name:		By:  ___________________________________
		Name: _________________________________
_______________________________		Title:     ________________________________
Print Name:

STATE OF PENNSLYVANIA	)
	)	SS.
COUNTY OF MONTGOMERY	)	__________________ ,
2007

Personally appeared_________________, __________________ of Cromwell Associates, L.P., dba Cromwell Venture I, Limited Partnership, a Pennsylvania limited partnership, signer of the forgoing instrument and acknowledged the same to be his/her free act and deed as such _____________________ and the free act and deed of said limited liability company, before me.

___________________

Notary Public

My Commission Expires:      _______

Grantee’s Mailing Address:
400 Centre Street
Newton, MA  02458

EXHIBIT A

(see attached document)

EX-10.18

Exhibit 10.18

[Cedars Sinai I (8631 West Third St., East Tower)
Cedars Sinai II (8635 West Third St., West Tower)
Los Angeles, CA]

PURCHASE AND SALE AGREEMENT

by and between

CEDARS LA LLC,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

			Page
SECTION 1.	DEFINITIONS		1
1.1		Agreement	1
1.2		Business Day	1
1.3		Closing	1
1.4		Closing Date	1
1.5		Existing Survey	1
1.6		Existing Title Policy	2
1.7		Improvements	2
1.8		Land	2
1.9		Leases	2
1.10		Other Property	2
1.11		Permitted Exceptions	2
1.12		Property	2
1.13		Purchase Price	2
1.14		Purchaser	3
1.15		Rent Roll	3
1.16		Seller	3
1.17		Title Company	3
1.18		Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING		3
2.1		Purchase and Sale	3
2.2		Closing	3
2.3		Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.		4
3.1		Title	4
3.2		No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE		5
4.1		Closing Documents	5
4.2		Title Policy	6
4.3		Environmental Reliance Letters	6
4.4		Condition of Property	6
4.5		Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE		6
5.1		Purchase Price	6
5.2		Closing Documents	7
5.3		Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER		7
6.1		Status and Authority of the Seller	7
6.2		Action of the Seller	7
6.3		No Violations of Agreements	7
6.4		Litigation	7
6.5		Existing Leases, Etc.	8
6.6		Agreements, Etc.	9
6.7		Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER		10

7.1		Status and Authority of the Purchaser	10
7.2		Action of the Purchaser	10
7.3		No Violations of Agreements	11
7.4		Litigation	11
SECTION 8.	COVENANTS OF THE SELLER		11
8.1		Approval of Agreements	11
8.2		Operation of Property	12
8.3		Compliance with Laws, Etc.	12
8.4		Compliance with Agreements	12
8.5		Notice of Material Changes or Untrue Representations	12
8.6		Insurance	12
8.7		Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS		12
9.1		Real Property Apportionments	12
9.2		Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY		16
10.1		Casualty	16
10.2		Condemnation	16
10.3		Survival	17
SECTION 11.	DEFAULT		17
11.1		Default by the Seller	17
11.2		Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS		18
12.1		Allocation of Liability	18
12.2		Brokers	18
12.3		Publicity	18
12.4		Notices	18
12.5		Waivers, Etc.	20
12.6		Assignment; Successors and Assigns	20
12.7		Severability	21
12.8		Counterparts Complete Agreement, Etc.	21
12.9		Performance on Business Days	21
12.10		Attorneys’ Fees	21
12.11		Section and Other Headings	22
12.12		Time of Essence	22
12.13		Governing Law	22
12.14		Arbitration	22
12.15		Like Kind Exchange	23
12.16		Recording	23
12.17		Non-liability of Trustees of Purchaser	23
12.18		Waiver and Further Assurances	24
12.19		State Specific Provisions	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between CEDARS LA LLC, a Delaware limited liability company (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Two hundred Twenty-Six Million Four Hundred Thousand Dollars ($226,400,000).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on December 31, 2010, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.               CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  If, for any reason, the Closing Date is extended hereunder, the Seller shall prepare for the Purchaser’s review and approval as soon as reasonably practicable following such extension, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

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(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and if, for any reason, the Closing Date is extended hereunder, the 2011 CapEx Budget (together, if applicable, with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted

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items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all

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premiums, charges and fees of the Title Company in connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is  materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking

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which has not yet been consummated), the Seller shall notify the Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Purchaser.  The Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder,

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employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.19     State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
CEDARS LA LLC, a Delaware limited
liability company
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief
	Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a
Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

Cedars Sinai I (East)
Cedars Sinai II (West)
Los Angeles, CA

PARCEL A:

LOT 2 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN, BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT ALL OIL, GAS MINERALS AND ALL OIL, GAS, MINERAL AND HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF OF SAID LAND, BUT WITH NO RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND, AS GRANTED TO MORRISET, INCORPORATED, A CALIFORNIA CORPORATION, IN DEED RECORDED MARCH 5, 1968 AS INSTRUMENT NO. 2630 IN BOOK D-3931 PAGE 136, OFFICIAL RECORDS.

PARCEL B:

SUB-PARCEL 1:

EASEMENTS OVER LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FOR MAINTAINING ANY PRESENTLY EXISTING ENCROACHMENTS OF WALLS AND FOR DRAINAGE OF IRRIGATION AND RAIN WATER AS DESCRIBED IN PARAGRAPHS 3, 8 AND 5 RESPECTIVELY OF THE DECLARATION AND AGREEMENT OF RESTRICTIONS AND RECPIROCAL EASEMENTS, DATED JANUARY 28, 1977 AND RECORDED IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA ON FEBRUARY 8, 1977 AS INSTRUMENT NO. 77-135299, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO DECLARATION AND AGREEMENT OF RESTRICTIONS AND RECIPROCAL EASEMENTS DATED AS OF MAY 18, 1978, WHICH WAS RECORDED IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, ON MAY 30, 1978 AS INSTRUMENT NO. 78-576850.

SUB-PARCEL 2:

AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND RECONSTRUCT A PEDESTRIAN BRIDGE AND FOR PEDESTRIAN INGRESS AND EGRESS PURPOSES OVER A STRIP OF LAND, DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN A STRIP OF

LAND 24.00 FEET WIDE AND LYING 12 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 12.47 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 17 MINUTES 00 SECONDS EAST 122.60 FEET.

EXCEPT THAT PORTION OF SAID LOT 1 LYING BELOW AN ELEVATION OF 180.00 FEET BASED ON THE U.S.G.S. DATUM, EFFECTIVE JULY 1, 1925, BY ORDINANCE NO. 52222 OF THE CITY OF LOS ANGELES.  ALSO EXCEPTING THAT PORTION OF LOT 1, LYING ABOVE AN ELEVATION OF 210.00 FEET BASED ON U.S.G.S. DATUM.

AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND RECONSTRUCT A PEDESTRIAN BRIDGE AND FOR PEDESTRIAN INGRESS AND EGRESS PURPOSES OVER A STRIP OF LAND, DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN A STRIP OF LAND 24.00 FEET WIDE AND LYING 12 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE OF THE SOUTHERLY LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 163.00 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 10.00 FEET.

EXCEPT THAT PORTION OF SAID LOT 1, LYING BELOW AN ELEVATION OF 180.00 FEET BASED ON THE U.S.G.S. DATUM, EFFECTIVE JULY 1, 1925, BY ORDINANCE NO. 52222 OF THE CITY OF LOS ANGELES.

ALSO EXCEPTING THAT PORTION OF SAID LOT 1, LYING ABOVE AN ELEVATION OF 210.00 FEET BASED ON SAID U.S.G.S. DATUM.

SUB-PARCEL 4:

A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS PURPOSES, AND ALSO FOR THE PURPOSE OF PROVIDING ACCESS TO LOADING AREAS, TRASH ROOM, COOLING TOWERS, BOILER ROOMS, ELECTRICAL AND EQUIPMENT VAULTS, LAND OTHER MECHANICAL AND STORAGE AREAS AS TO THE MEDICAL OFFICE BUILDINGS; ALSO FOR PROVIDING EXISTS FROM THE

MEDICAL OFFICE BUILDINGS AS MAY BE REQUIRED TO SATISFY BUILDING CODES OF THE CITY OF LOS ANGELES; AND FOR PROVIDING TRUCK LOADING SPACES FOR THE MEDICAL OFFICE BUILDING OVER A PARCEL OF LAND DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF.MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF,SAID LOT 1; THENCE ALONG THE MOST EASTERLY LINE OF SAID LOT 1, NORTH 01 DEGREES 02 MINUTES 35 SECONDS EAST 58.60 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 20.00 FEET; THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 164.2 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.79 FEET TO THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE ALONG SAID SOUTHERLY LINE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 1.83 FEET, SOUTH 71 DEGREES 39 MINUTES 00 SECONDS WEST 85.48 FEET, SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 10.36 FEET TO THE INTERSECTION WITH A LINE WHICH IS PARALLEL WITH AND DISTANCE NORTHERLY 2.76 FEET, MEASURED AT RIGHT ANGLES, FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 123.51 FEET; THENCE SOUTH 57 DEGREES 17 MINUTES 00 SECONDS WEST 5.07 FEET TO A POINT IN LAST MENTIONED CERTAIN COURSE; THENCE ALONG SAID SOUTHERLY LINE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 42.16 FEET, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 47.69 FEET; THENCE LEAVING SAID SOUTHERLY LINE NORTH 73 DEGREES 17 MINUTES 00 SECONDS EAST 7.22 FEET; THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 18.00 FEET; THENCE SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 194.10 FEET; THENCE SOUTH 44 DEGREES 43 MINUTES 00 SECONDS EAST 13.01 FEET TO THE INTERSECTION WITH A LINE WHICH IS PARALLEL WITH AND DISTANT NORTHERLY 58.60 FEET FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES.00 SECONDS EAST 164.28 FEET; THENCE ALONG SAID PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 205.78 FEET TO THE POINT OF BEGINNING.

SUB-PARCEL 5:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF MAINTAINING AN OPEN SPACE UNOBSTRUCTED FROM GROUND TO SKY BETWEEN THE EXISTING CEDARS-SINAI MEDICAL CENTER FACILITIES AND THE NEW MEDICAL OFFICE TOWERS.  SAID OPEN SPACE TO BE MAINTAINED FREE AND CLEAR OF ALL OBSTRUCTIONS FROM THE GROUND UP, EXCEPT FOR A BRIDGE BETWEEN THE EXISTING MEDICAL CENTER AND THE NEW OFFICE TOWERS, DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OP TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE MOST EASTERLY LINE OF SAID LOT 1, NORTH 01 DEGREES 02 MINUTES 35 SECONDS EAST 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 21.40 FEET; THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 164.28 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.79 FEET TO THAT CERTAIN COURSE ON SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE ALONG SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 1.83 FEET, SOUTH 71 DEGREES 39 MINUTES 00 SECONDS WEST 85.48 FEET, SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 13.12 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 169.92 FEET, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 60.00 FEET TO THE INTERSECTION WITH A LINE WHICH IS PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 416.00 FEET TO THE POINT OF BEGINNING.

SUB-PARCEL 6:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING PEDESTRIAN INGRESS AND EGRESS AND FOR THE PURPOSE OF MAINTAINING LEGAL EXISTS TO AND FROM THE MEDICAL OFFICE BUILDING CONSTRUCTED ON LOT 2 OF TRACT NO. 29854 AND ALSO FOR THE PURPOSE OF MAINTAINING OPEN SPACE UNOBSTRUCTED FROM GROUND TO SKY BETWEEN THE EXISTING CEDARS-SINAI MEDICAL CENTER FACILITIES AND THE MEDICAL OFFICE BULDING, SAID OPEN SPACE TO BE MAINTAINED FREE AND CLEAR OF ALL OBSTRUCTIONS FROM THE GROUND UP, EXCEPT

FOR A BRIDGE BETWEEN THE EXISTING MEDICAL CENTER AND THE SAID OFFICE BUILDING DESCRIBED AS FOLLOWS:

A PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,.STATE OF CALIFORNIA, AS PER MAP RECORDED IN.BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 1; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT 1, SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 163.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 8.11 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 130.70 FEET; THENCE SOUTH 62 DEGREES 53 MINUTES 33 SECONDS WEST 6.76 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 26.36 FEET TO THE MOST WESTERLY LINE OF SAID LOT 1; THENCE ALONG, SAID WESTERLY LINE SOUTH 0 DEGREES 28 MINUTES 45 SECONDS EAST 5.00 FEET TO THE POINT OF BEGINNING.

EXCEPT THOSE AREAS OF THIS PARCEL OCCUPIED BY THREE EXISTING CONCRETE COLUMNS

SUB-PARCEL 7:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING PEDESTRIAN INGRESS AND EGRESS AND FOR THE PURPOSE OF MAINTAINING LEGAL EXISTS TO AND FROM THE MEDICAL OFFICE BUILDINGS CONSTRUCTED ON LOT 2 OF TRACT NO. 29854, DESCRIBED AS FOLLOWS:

A PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN A STRIP OF LAND 2.10 FEET WIDE AND 169.92 FEET LONG, THE SOUTHERLY LINE OF SAID STRIP OF LAND DESCRIBED AS FOLLOWS:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.32 FEET; THENCE ALONG SAID CERTAIN COURSE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 169.92 FEET.

THE SIDELINES OF SAID 2.10 FOOT WIDE STRIP OF LAND ARE TO BE PROLONGED OR SHORTENED SO AS TO BEGIN IN THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 13.12 FEET, AND SO AS TO END IN THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING

AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 112.60 FEET.

SUB-PARCEL 8:

A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING PEDESTRIAN INGRESS AND EGRESS FOR THE PURPOSE OF INSTALLING AN UNDERGROUND PIPE AND FILLER CONNECTED TO AN UNDERGROUND FUEL TANKS AND FOR VEHICULAR ACCESS FOR FILLING AND MAINTAINING FUEL TANKS AND FOR THE PURPOSE OF MAINTAINING LEGAL EXISTS TO AND FROM THE MEDICAL OFFICE BUILDING CONSTRUCTED ON LOT 2 OF TRACT NO. 29854, DESCRIBED AS FOLLOWS:

A PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE MOST EASTERLY LINE OF SAID LOT 1, NORTH 01 DEGREES 02 MINUTES 35 SECONDS EAST 36.30 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY LINE, SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 10.00 FEET TO A POINT; THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 164.28 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.63 FEET TO THAT CERTAIN COURSE IN SAID SOUTHERLY LINE, HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE ALONG SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 10.00 FEET TO THE INTERSECTION WITH A LINE PARALLEL WITH AND DISTANT NORTHERLY 36.30 FEET, MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 164.28 FEET; THENCE ALONG SAID PARALLEL LINE, SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 164.76 FEET TO THE TRUE POINT OF BEGINNING.

SUB-PARCEL 9:

AN EASEMENT FOR INGRESS AND EGRESS OVER A PORTION OF LOT 1, TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE MOST EASTERLY LINE 58.60 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY LINE SOUTH 01 DEGREES 02

MINUTES 35 SECONDS WEST 20.00 FEET; THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 164.28 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 207.72 FEET; THENCE SOUTH 77 DEGREES 31 MINUTES 88 SECONDS WEST 71.77 FEET; THENCE SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 20.00 FEET TO THE INTERSECTION WITH A LINE PARALLEL WITH AND DISTANT NORTHERLY 2.76 FEET, MEASURED AT RIGHT ANGLES, FROM THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 80.00 FEET; THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 55.84 FEET TO THE INTERSECTION WITH A LINE PARALLEL TO AND DISTANT NORTHERLY 58.60 FEET, MEASURED AT RIGHT ANGLES, FROM THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 357.99 FEET TO THE POINT OF BEGINNING.

EXCEPT THAT PORTION OF THIS DESCRIPTION WHICH LIES IN LOT 2 OF SAID TRACT NO. 29854.

SUB-PARCEL 10:

AN EASEMENT TO CONSTRUCT, RECONSTRUCT AND MAINTAIN AN ELECTRICAL TRANSFORMER VAULT SERVING THE MEDICAL OFFICE BUILDING AND TO LOCATE NEW DOORS AND OPENINGS IN THE EXISTING PERIMETER RETAINING WALL AND ALSO, FOR THE PURPOSE OF INGRESS AND EGRESS DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 1 OF TRACT NO. 29854, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHINA STRIP OF LAND 44.00 FEET WIDE AND LYING 22.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1,WHICH HAS A BEARING AND DISTANCE OF SOURTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 71.93 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 2.76 FEET.

SCHEDULE B

Rent Roll

[See attached copy.]

Cedars Sinai I (East)
8631 West Third St., Los Angeles, CA

INDEX

Lease

1.Lease, dated February 21, 1978, by and between Medical Office Buildings, Ltd. (“Landlord”) and Crocker National Bank (“Tenant”).

2.Addendum to Lease, dated February 21, 1978, by and between Medical Office Buildings, Ltd. (“Landlord”) and Crocker National Bank (“Tenant”).

3.Amendment to Lease, dated May 1, 1988, by and between Medical Office Buildings, Ltd. (“Landlord”) and Wells Fargo Bank, successor in interest to Crocker National Bank (“Tenant”).

4.Second Amendment to Lease, dated March 5, 2002, by and between Cedars LA, LLC, successor in interest to Medical Office Buildings, Ltd.  (“Landlord”) and Wells Fargo Bank, N.A. (“Tenant”).

5.Third Lease Amendment, dated October 11, 2007, by and between Cedars LA LLC (“Landlord”) and Wells Fargo Bank, N.A. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated December 22, 1976, by and between Medical Office Buildings, Ltd. (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”), not available

Rider to Lease, dated December 22, 1976; First Amendment of Lease, dated June 15, 1978, not available;

Second Amendment of Lease, dated January 26, 1979, not available;

Third Amendment of Lease, dated February 1, 1980;

4th Amendment to and Renewal of Lease, dated December 13, 1989;

Fifth Amendment to Lease, dated May 31, 1992;

Sixth Amendment to Lease, dated May 12, 1999 by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease Agreement, dated March 26, 2001, by and between Cedars LA, LLC (“Landlord”) and Cedars-Sinai Medical Care Center (“Tenant”).

3.First Amendment to Lease, dated October 12, 2005, by and between Cedars LA, LLC (“Landlord”) and Cedars-Sinai Medical Care Center (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated March 6, 2003, by and between Cedars LA, LLC (“Landlord”) and Thais Aliabadi, M.D. (“Tenant”).

2.Declaration by Landlord and Tenant as to Commencement Date, executed November 4, 2003, by Cedars LA, LLC (“Landlord”) and Thais Aliabadi, M.D. (“Tenant”).  Re:  Commencement Date occurred November 15, 2003, and the Original Term will expire November 14, 2010.

3.First Lease Amendment, dated April 5, 2010, by and between Cedars LA, LLC (“Landlord”) and Thais Aliabadi, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March, 1989, by and between Wright-Carlyle Partners (“Landlord”) and Clifford Bochner, M.D. (“Tenant”),

Lease Agreement, dated March 15, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Clifford Bochner, M.D. Inc,

Lease Agreement, dated February 25, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Clifford Bochner, M.D. Inc, and

Lease Agreement, dated March 22, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Clifford Bochner, M.D., Inc. (“Tenant”).

Guaranty, dated March 23, 2000, from Clifford Bochner, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.Lease Agreement, dated October 25, 2002, by and between Cedars LA, LLC (“Landlord”) and Clifford Bochner, M.D. (“Tenant”).

3.Guaranty, dated October 26, 2002, from Clifford Bochner, M.D. (“Guarantor”) to Cedars LA, LLC (“Landlord”).

4.First Lease Amendment, dated December 10, 2007 by and between Cedars LA LLC (“Landlord”) and Clifford Bochner, M.D., Inc. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 25, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated May 30, 2002, by and between Cedars LA, LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated March 19, 2007, by and between Cedars LA, LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease, dated May 30, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated October 29, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Gary S. Bellack, M.D. (“Tenant”),

Lease Agreement, dated May 22, 1996 by and between Wright-Carlyle Partners (“Landlord”) and Gary S. Bellack, M.D. (“Tenant”).

2.Lease, dated May 6, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Gary S. Bellack, M.D. (“Tenant”).

3.First Lease Amendment, dated August 11, 2004, by and between Cedars LA, LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Gary S. Bellack, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated August 25, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Amir Monfared, M.D. (“Tenant”), and

Lease Agreement, dated August 2, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Amir Monfared, M.D. (“Tenant”).

2.Lease, dated February 19, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Amir Monfared, M.D. (“Tenant”).

3.First Lease Amendment, dated January 26, 2004, by and between Cedars LA, LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Amir Monfared, M.D. (“Tenant”).

4.Second Lease Amendment, dated June 23, 2009, by and between Cedars LA LLC (“Landlord”) and Amir Monfared, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated September 8, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Daniel S. Dunkelman, M.D. (“Tenant”).

2.Lease, dated June 19, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Daniel S. Dunkelman, M.D. (“Tenant”).

3.First Amendment to Lease, dated October 28, 2002, by and between Cedars LA, LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Daniel Dunkelman, M.D. (“Tenant”).

4.Second Lease Amendment, dated January 16, 2008, by and between Cedars LA LLC (“Landlord”) and Daniel Dunkelman, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated January 10, 1990, by and between Wright-Carlyle Partners (“Landlord”) and Lawrence M. Bruskch, M.D. (“Tenant”);

Lease Agreement, dated March 10, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Lawrence M. Bruksch, M.D. and Gregory J. Ewertz M.D.

2.Lease, dated December 30, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Plaza-Towers Obstetrics and Gynecology (“Tenant”).

3.Guaranty, dated December 30, 1998, from Gregory J. Ewertz, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.Guaranty, dated December 30, 1998, from Betty P. Lee, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

5.Guaranty, dated December 30, 1998, from Anita Pavlina, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

6.Guaranty, dated December 30, 1998, from Lawrence M. Bruksch, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

7.Letter Agreement, dated September 4, 2002, by and between Lawrence Bruksch, M.D., Tenant’s Representative and Matt DeMello, Landlord’s Representative.

8.First Amendment to Lease, dated September 9, 2003, by and between Cedars LA, LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Plaza-Towers Obstetrics and Gynecology (“Tenant”).

9.Second Lease Amendment, dated April 21, 2005, by and between Cedars LA, LLC (“Landlord”) and Plaza-Towers Obstetrics and Gynecology (“Tenant”).

10.Third Lease Amendment, dated May 31, 2006, by and between Cedars LA, LLC (“Landlord”) and Plaza-Towers Obstetrics and Gynecology (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated November 1, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Letter –Change in Commencement and Expiration Dates, dated March 16, 1995, from Matt DeMello, Leasing Administrator, Cedars-Sinai Medical Office Towers to Hillary Rosenwald, Cedars-Sinai Medical Center.

Lease, dated February 28, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated July 17, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated April 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated August 19, 2002, by and between Cedars LA, LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated November 1, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated April 1, 1986, by and between Wright-Carlyle Partners (“Landlord”) and Mrs. Soktae Kim, dba Tower Express Cleaners (“Tenant”)

Lease Agreement, dated September 19, 1991, Wright-Carlyle Partners (“Landlord”) Soktae Kim, dba Tower Express Cleaners (“Tenant”)

Amendment, Assignment and Assumption of Lease and Landlord Consent, dated March 2, 1999, by and between Hub LA Limited Partnership (“Landlord”) which has succeeded to the interest of Wright-Carlyle (“Original Landlord”) under the Lease, Soktae Kim, dba Tower Express Cleaners (“Assignor”) and Jong J. Hong (“Tenant”).

Assignment and Assumption of Lease and Landlord Consent, dated September 12, 2000, by and between Hub LA Limited Partnership (“Landlord”) which has succeeded to the interest of Wright-Carlyle (“Original Landlord”) under the Lease, Jong J. Hong (“Assignor”) and Kyung Eun Lee (“Tenant”).

2.Lease, dated February 15, 2002, by and between Cedars LA, LLC (“Landlord”) and Kyung Eun Lee d/b/a Tower Express Cleaners (“Tenant”).

3.First Lease Amendment, dated February 13, 2009, by and between Cedars LA LLC (“Landlord”) and Kyung Eun Lee d/b/a Tower Express Cleaners (“Tenant”).

INDEX

Lease

1.Lease, dated January 3, 2001, by and between Cedars LA LLC (“Landlord”) and Donald Feigelson, D.P.M., Inc. and Noreen Oswell, D.P.M., Inc. (“Tenant”).

2.Guaranty, dated January 4, 2001, from Noreen Oswell, D.P.M. (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.Guaranty, dated January 4, 2001, from Donald Feigelson, D.P.M. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.First Amendment to Lease, dated March 28, 2002, by and between Cedars LA LLC (“Landlord”) and Donald Feigelson, D.P.M., Inc., and Noreen Oswell, D.P.M., Inc. (“Tenant”).

5.Second Amendment to Lease, dated January 11, 2007, by and between Cedars LA LLC (“Landlord”) and Donald P. Feigelson, D.P.M., Inc., and Noreen N. Oswell, D.P.M., Inc. (“Tenant”).

6.Termination of Liability Letter, dated December 9, 2008, from Barry M. Braiker, M.D. F.A.C.S., stating that Dr. Feigelson will not be able to return to his occupation due to his health condition.  Note: Per e-mail in correspondence section dated December 17, 2008, from Matt Demello to Julia Rice the lease is not terminating, Dr. Oswell will continue on as tenant.

INDEX

Lease

1.Lease,  dated August 15, 2003, by and between Cedars LA, LLC (“Landlord”) and Martin Hopp, M.D., Ph.D., Inc. (“Tenant”).

2.Guaranty, dated August 16, 2003, from Martin Hopp, M.D., PhD (“Guarantor”) to Cedars LA, LLC (“Landlord”).

3.First Lease Amendment, dated September 16, 2010, by and between Cedars LA LLC (“Landlord”) and Martin L. Hopp, M.D., Ph.D (“Tenant”).

INDEX

Lease

1.Lease, dated June 1, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Judy’s Deli, Inc. (“Tenant”).

2.Guaranty, dated June 2, 2000, from Zion Zamir (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

3.Guaranty, dated June 2, 2000, from Michelle Zamir (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.First Lease Amendment, dated November 18, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Judy’s Deli, Inc. (“Tenant”).

5.Assignment of Lease, dated July 16, 2007, by and between Judy’s Deli, Inc., (“Assignor”) and Judi’s Deli, Inc. (“Assignee”).

6.Consent to Assignment and Assumption of Lease and Second Amendment, dated September 10, 2007, by and between Cedars LA LLC (“Landlord”), Judy’s Deli (“Tenant”) and Judi’s Deli (“Assignee”).

7.Third Lease Amendment, dated October 16, 2008, by and between Cedars LA LLC (“Landlord”) and Judi’s Deli, Inc. (“Tenant”).

INDEX

Lease

1.Lease, dated February 5, 1979, by and between Medical Office Buildings, Ltd. (“Landlord”) and Zulficar Habib (“Tenant”).

2.Assignment, Assumption and Consent of Lease, dated January 31, 1980, by and between Medical Office Buildings, Ltd. (“Landlord”), Zulficar Habib (“Tenant”), and Robert M. Ahmadi (“Lessee”).

3.Extension Letter Notice, dated August 11, 1988, from Kyou Sahng Le and Ok Ja Lee d/b/a Robert’s Gift Shop (“Tenant”) to Wright-Carlyle Partners (“Landlord”).

4.Amendment to and Renewal of Lease, dated May 17, 1989, by and between Wright-Carlyle Partners (“Landlord”) and Kyou Sahng Lee and Ok Ja Lee (“Tenant”).

5.Lease Assignment, Assumption and Consent Agreement, dated May 27, 1992, by and between Kyou Sahng Lee and Ok Ja Lee (“Assignor”), John Lee (“Assignee”) and Wright-Carlyle Partners (“Landlord”).

6.Lease Assignment, Assumption and Consent Agreement, dated December 21, 1995, by and between John Lee (“Assignor”), Kyou Sahng Lee and Ok Ja Lee (“Assignee”) and Wright-Carlyle Partners (“Landlord”).

7.Guaranty, dated September, 1997, by So Hyun Lee (“Guarantor”) to Hub LA Limited Partnership, successor in interest to Wright-Carlyle Partners (“Landlord”).

8.Amendment,  Assignment and Assumption of Lease and Landlord Consent, dated September 23. 1997, by and between Hub LA Limited Partnership (“Landlord”), Kyou Sahng Lee and Ok Ja Lee (“Assignor”) and Marco Aurelio, Inc. (“Tenant”).

9.Amendment,  Assignment and Assumption of Lease and Landlord Consent, dated March 16, 2004, by and between Cedars LA LLC, successor in interest to Medical Office Buildings, Ltd. and its successors and assigns (“Landlord”), Marco Aurelio, Inc

(“Assignor”) and Mr. Wonderful, Inc (“Tenant”).

10.Guaranty, dated March 17, 2004, by Tae Kwang Lee (“Guarantor”) to Cedars LA LLC (“Landlord”).

11.Guaranty, dated June 15, 2007, by Kong Ja Kim (“Guarantor”) to Cedars LA LLC (“Landlord”).

12.Consent to Transfer and Amendment to and Reaffirmation of Lease, dated June 15, 2007, by and between Cedars LA LLC (“Landlord”), Tai Kwang Lee (“Transferor”), Kong Ja Kim (“Transferee”) and Mr. Wonderful, Inc. (“Tenant”).

13.Lease Amendment, dated March 13, 2009, by and between Cedars LA LLC (“Landlord”) and Mr. Wonderful, Inc. (“Tenant”).

INDEX

Lease

1.Lease, dated May 2, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Optix Boutique (“Tenant”).

2.Guaranty, dated May 4, 2000, from Lois Samms (‘Guarantor”) to Hub LA Limited Partnership (“Landlord”).

3.Guaranty, dated May 4, 2000, from Zinaida Volfson (‘Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.First Amendment to Lease, dated May 6, 2003, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Lois Samms dba Optix Boutique (“Tenant”).

5.Second Lease Amendment, dated June 28, 2005, by and between Cedars LA, LLC (“Landlord”) and Lois Samms dba Optix Boutique (“Tenant”).

6.Third Lease Amendment, dated May 27, 2010, by and between Cedars LA, LLC (“Landlord”) and Lois Samms dba Optix Boutique (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated April 27, 1995, by and between Wright Carlyle Partners (“Landlord”) and Barton Shonholtz, d/b/a Custom Jewelry (“Tenant”).

Lease Agreement, dated January 7, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Barton Shonholtz, d/b/a Custom Jewelry (“Tenant”).

First Amendment to Lease, dated April 21, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Barton Shonholtz, d/b/a Custom Jewelry (“Tenant”).

2.Lease, dated June 7, 2002, by and between Cedars LA LLC (“Landlord”) and Barton Shonholtz, d/b/a Custom Jewelry (“Tenant”).

3.First Lease Amendment, dated April 21, 2008, by and between Cedars LA LLC (“Landlord”) and Barton Shonholtz d/b/a Custom Jewelry (“Tenant’).

4.Second Lease Amendment, dated April 30, 2009, by and between Cedars LA LLC (“Landlord”) and Barton Shonholtz d/b/a Custom Jewelry (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated February 29, 1996, by and between Wright-Carlyle Partners (“Landlord”) and The Coffee Station, Inc. (“Tenant”).

2.First Lease Amendment, dated February 15, 2006, by and between Cedars LA LLC, successor in interest to Wright-Carlyle Partners (“Landlord”) and Tully’s Coffee Corporation (“Tenant”).

3.Second Amendment of Lease and Consent to Sublease Agreement, dated October 28, 2008, by and between Cedars LA LLC (“Landlord”), Tully’s Coffee Corporation (“Tenant”) and JH Development, LLC (“Subtenant’).

4.Guaranty, dated October 28, 2008, from Mi J. Cho (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.Guaranty, dated October 28, 2008, from Young I. Hwang (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Sublease

1.Sublease Agreement, dated August 5, 2008, by and between Tully’s Coffee Corporation (“Sublessor”) and JH Development (“Sublessee”).

2.Consent to Sublease Agreement andSecond Amendment to Lease, dated October 28, 2008, by and between Cedars LA LLC (“Landlord”), Tully’s Coffee Corporation (“Tenant”) and JH Development, LLC (“Subtenant”). Note:  Original in Lease Index.

INDEX

Lease

1.Guaranty, dated November 27, 2001, from Earl Berman (“Guarantor”) to Cedars LA LLC (“Landlord”)

2.Lease, dated December 13, 2001, by and between Cedars LA LLC (“Landlord”) and Sharon MacDuffee, dba Marina Hearing Services (“Tenant”).

3.First Lease Amendment, dated October 27, 2006, by and between Cedars LA LLC (“Landlord”) and The Tower Audiology Center Corporation, successor in interest to Sharon MacDuffee, dba Marina Hearing Services (“Tenant”).

4.Guaranty, dated October 27, 2006, from Sharon MacDuffee (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated December 22, 1976, by and between Howard S. Wright Development Co. (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated August 11, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Gavin Herbert Co., dba Horton and Converse Pharmacies (“Tenant”).

2.Lease, dated August 24, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Gavin Herbert Co., dba Horton and Converse Pharmacies (“Tenant”).

3.First Amendment to Lease, dated May 13, 2003, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Gavin Herbert Co., dba Horton and Converse Pharmacies (“Tenant”)

4.Extension Letter Request, dated November 29, 2007, from Keith R. Lumpkin, President, Horton & Converse (“Tenant”) to Matt DeMello (“Landlord”) Re: Request to exercise option to extend lease for an additional five (5) years.

INDEX

Lease

1.Lease, dated January 31, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated April 25, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated September 23, 1996.

Letter, dated August 26, 1999 – Option to Extend Lease Term.

2.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated November 1, 2007 by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated July 1, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Pure Balance, Inc. (“Tenant”).

Amendment to Lease, dated April 7, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Pure Balance, Inc. (“Tenant”).

2.Lease, dated July 17, 2003, by and between Cedars LA LLC (“Landlord”) and Pure Balance, Inc. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 1, 1988 by and between Wright-Carlyle Partners (“Landlord”) and Samuel Miles, M.D., Howard Toff, M.D., Alan S. Blaustein, J.D., M.D. (“Tenant”).

Lease, dated August 19, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Samuel I. Miles, M.D., Alan S. Blaustein, J.D., M.D. and Paul Barkopoulos, M.D., Ph.D. (“Tenant”).

Amendment to Lease, dated March 24, 1995. Wright-Carlyle Partners (“Landlord”) and Samuel I. Miles, M.D., Alan S. Blaustein, J.D., M.D. and Paul Barkopoulos, M.D., Ph.D. (“Tenant”).

Lease Agreement, dated June 25, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Samuel I. Miles, M.D., Alan S. Blaustein, M.D. and Mary Leventhal, M.D. (“Tenant”).

2.Lease, dated May 19, 2003, by and between, Cedars LA LLC (“Landlord”) and Samuel I. Miles, M.D., Alan S. Blaustein, M.D. and Mary Leventhal, M.D. (“Tenant”).

3.First Lease Amendment, dated March 27, 2008, by and between Cedars LA LLC (“Landlord”) and Samuel I. Miles, M.D., Alan S. Blaustein, M.D. and Mary Leventhal, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated July 20, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated July 31, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated April 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated November 1, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease, dated August 14, 2003, by and between Cedars LA LLC (“Landlord”) and Martin L. Hopp, M.D., Ph.D (“Tenant”).

2.Guaranty, dated August 15, 2003, from Martin Hopp, M.D., Ph.D (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.First Lease Amendment, dated October 14, 2003, by and between Cedars LA LLC (“Landlord”) and Martin L. Hopp, M.D., Ph.D (“Tenant”).

4.Second Lease Amendment, dated September 16, 2010, by and between Cedars LA LLC (“Landlord”) and Martin L. Hopp, M.D., Ph.D (“Tenant”).

INDEX

Lease

1.Lease, dated February 11, 2004, by and between Cedars LA LLC (“Landlord”) and Martin L. Hopp, M.D., Ph.D (“Tenant”).

2.Guaranty, dated April 12, 2004, from Martin L. Hopp, M.D., Ph.D (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.First Lease Amendment, dated September 16, 2010, by and between Cedars LA LLC (“Landlord”) and Martin L. Hopp, M.D., Ph.D (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated September 7, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Ivor L. Geft, M.D. (“Tenant”),

Lease Agreement, dated May 20, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Ivor Geft, M.D., Jay Jordon, M.D. and Howard Goldberg, M.D. (“Tenant”).

Lease Agreement, dated August 4, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Ivor Geft, M.D., Howard Goldberg, M.D., Jeffrey Goodman, M.D. and Jay Jordan, M.D. (“Tenant”),

First Amendment to Lease, dated February 9, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Ivor Geft, M.D., Howard Goldberg, M.D., Jeffrey Goodman, M.D. and Jay Jordan, M.D. (“Tenant”).

2.Lease Agreement, dated July 30, 2001, by and between Cedars LA LLC (“Landlord”) and Ivor Geft, M.D., Jeffrey Goodman, M.D. and Jay Jordan, M.D. (“Tenant”).

3.First Amendment to Lease, dated March 26, 2004, by and between Cedars LA LLC (“Landlord”) and Ivor Geft, M.D., Jeffrey Goodman, M.D., Jay Jordan, M.D. and Howard Goldberg, M.D. (“Tenant”).

4.Second Amendment to Lease, dated March 23, 2007, by and between Cedars LA LLC (“Landlord”) and Ivor Geft, M.D., Jeffrey Goodman, M.D., Jay Jordan, M.D. and Howard Goldberg, M.D. (“Tenant”).

5.Third Amendment to Lease, dated July 22, 2010, by and between Cedars LA LLC (“Landlord”) and Ivor Geft, M.D., Jeffrey Goodman, M.D., and Jay Jordan, M.D. (“Tenant”).  Re:  Removal of Howard Goldberg, M.D. from lease.

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated August 26, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Phillip G. brooks, M.D., Malcolm L. Margolin M.D., Arthur S. Allen, M.D., Scott P. Serden, M.D. and Vivian M. Dickerson, M.D. (“Tenant”).

Lease Agreement, dated December 19, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

Lease, dated February 10, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Heldfond, Brooks, Margolin, Allen, Serden & Dickerson (“Tenant”).

2.         Guaranty, dated February 11, 1999, from Christine Collins, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

3.         Guaranty, dated February 11, 1999, from Ann Hofstadter, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.         Guaranty, dated February 11, 1999, from Scott P. Serden, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

5.         Guaranty, dated February 11, 1999, from Malcolm L. Margolin, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

6.         Guaranty, dated February 11, 1999, from Philip G. Brooks, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

7.         First Amendment to Lease, dated October 6, 2003, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Heldfond Medical Group, successor in interest to Heldfond, Brooks, Margolin, Allen, Serden & Dickerson (“Tenant”).

8.         Second Amendment to Lease, dated January 26, 2006, by and between Cedars LA LLC (“Landlord”) and Heldfond Medical Group (“Tenant”).

9.         Guaranty, dated January 26, 2006, from Christina Adberg, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

10.       Third Lease Amendment, dated January 26, 2009, by and between Cedars LA LLC (“Landlord”) and the Heldfond Medical Group, Inc. (“Tenant”).

11.       Guaranty, dated January 26, 2009, from Ayanna Walden, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 22, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.         Lease, dated May 30, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.         First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease, dated August 23, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.         Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.         First Lease Amendment, dated August 27, 2008, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated November 21, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

Lease Agreement, dated June 29, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

Lease Agreement, dated March 10, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

Lease Agreement, dated May 23, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

First Amendment to Lease, dated March 23, 1998, by and between Hub LA Limited Partnership, successor in interest to Wright-Carlyle Partners (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

Second Amendment to Lease, dated May 25, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

2.         Lease, dated April 8, 2002, by and between Cedars LA LLC (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

3.         Guaranty, dated April 9, 2002, from Ronald Andiman (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         Guaranty, dated April 9, 2002, from Colin Stokol (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.         First Lease Amendment, dated May 9, 2005, by and between Cedars LA LLC (“Landlord”) and Southern

Neurological Medical Group, Inc. (“Tenant”).

6.         Guaranty, dated May 9, 2005, from Sy Young, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

7.         Second Lease Amendment, dated June 27, 2008, by and between Cedars LA LLC (“Landlord”) and Southern California Neurological Medical Group, Inc. (“Tenant”).

8.         Third Lease Amendment, dated June 23, 2009, by and between Cedars LA LLC (“Landlord”) and Southern California Neurological Medical Group, Inc. (SCNMG) and Jan H. Merman, M.D. (“Tenant”).  Re: “Merman” assumes lease with SCNMG and extends lease term.

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated April 9, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated March 16, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated April 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.         Lease, dated October 25, 2001, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.         First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated April 27, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Jonathan C. Ellis, M.D., Jerold Federman, M.D. and James H. Sherman, M.D. (“Tenant”).

Lease Agreement, dated September 28, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Jonathan C. Ellis, M.D., James H. Sherman, M.D. and Carey B. Strom, M.D. (“Tenant”).

Lease Agreement, dated November 29, 2000, by and between Hub LA Limited Partnership (“Landlord”) and James H. Sherman, M.D., Jonathan C. Ellis, M.D. and Carey B. Strom, M.D. (“Tenant”).

2.         Lease, dated May 5, 2003, by and between Cedars LA LLC (“Landlord”) and James Sherman, M.D. and Jeffrey Sherman, M.D. (“Tenant”).

3.         First Lease Amendment, dated September 28, 2006, by and between Cedars LA LLC (“Landlord”) and James Sherman, M.D. and Jeffrey Sherman, M.D. (“Tenant”).

4.         Second Lease Amendment, dated October 30, 2009, by and between Cedars LA LLC (“Landlord”) and James Sherman, M.D. and Jeffrey Sherman, M.D. (“Tenant”).

INDEX
Lease

1.         Lease, dated April __, 2005, by and between Cedars LA LLC (“Landlord”) and Millard Zisser, M.D. (“Tenant”).

2.         Confirmation of Lease Term, dated September 21, 2005, by and between Cedars LA LLC (“Landlord”) and Millard Zisser, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 2, 1989, by and between Wright-Carlyle Partners (“Landlord”) and Michael B. Van Scoy-Mosher, M.D. and Becky J. Miller, M.D. (“Tenant”).

Lease Agreement, dated August 24, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Michael B. Van Scoy-Mosher, M.D. and Becky J. Miller, M.D. (“Tenant”).

2.         Lease, dated August 4, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Michael B. Van Scoy-Mosher, M.D. and Becky Miller, M.D. (“Tenant”).

3.         First Lease Amendment, dated February 4, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Michael B. Van Scoy-Mosher, M.D. and Becky J. Miller, M.D. (“Tenant”).

4.         Second Lease Amendment, dated August 13, 2004, by and between Cedars LA LLC (“Landlord”) and Michael B. Van Scoy-Mosher, M.D. and Becky J. Miller, M.D. (“Tenant”).

5.         Third Lease Amendment, dated April 7, 2009, by and between Cedars LA LLC (“Landlord”) and Michael B. Van Scoy-Mosher, M.D. and Becky J. Miller, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated November 6, 1989, by and between Wright-Carlyle Partners (“Landlord”) and David S. Katzin, M.D. (“Tenant”), and

Lease Agreement, dated August 22, 1994, by and between Wright-Carlyle Partners (“Landlord”) and David S. Katzin, M.D. (“Tenant”).

2.         Guaranty, dated June 27, 1999, from David S. Katzin, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

3.         Lease, dated June 28, 1999, by and between Hub LA Limited Partnership (“Landlord”) and David S. Katzin, M.D. (“Tenant”).

4.         First Amendment to Lease, dated November 14, 2000, by and between Hub LA Limited Partnership (“Landlord”) and David S. Katzin, M.D. (“Tenant”).

5.         Second Lease Amendment, dated July 2, 2004, by and between Cedars LA LLC, successor in interest to (Hub LA Limited Partnership “Landlord”) and David S. Katzin, M.D. (“Tenant”).

6.         Extension Letter Request, dated May 25, 2010, from David Katzin, M.D. (“Tenant”) to Matt Demello, Cedars-Sinai Medical Towers (“Landlord”). Re:  Request to exercise option to renew. -COPY

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated May 4, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Vascular Surgery Associates Medical Group, Inc. (“Tenant”).

Two-Year Extension of Lease, dated July 27, 1993, Wright-Carlyle Partners (“Landlord”) and Vascular Surgery Associates Medical Group, Inc. (“Tenant”),

Lease Agreement, dated July 10, 1995, Wright-Carlyle Partners (“Landlord”) and Vascular Surgery Associates Medical Group, Inc. (“Tenant”).

Amendment to Lease, dated January 9, 1996, Wright-Carlyle Partners (“Landlord”) and Vascular Surgery Associates Medical Group, Inc. (“Tenant”).

2.         Lease , dated November 29, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Vascular Surgery Associates Medical Group, Inc. (“Tenant”).

3.         Guaranty, dated November 30, 2000, from J. Lewis Cohen, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.         Guaranty, dated November 30, 2000, from David V. Cossman, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

5.         Guaranty, dated November 30, 2000, from Willis H. Wagner, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

6.         Guaranty, dated November 30, 2000, from Phillip Levin, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

7.         Guaranty, dated November 30, 2000, from Alik Farber, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

8.         First Lease Amendment, dated December 23, 2005, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Vascular

Surgery Associates Medical Group, Inc. (“Tenant”).  Note:  2 originals

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated February 1, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Edward Davis, M.D. (“Tenant”),

Lease Assignment, Assumption and Consent Agreement, dated February 1, 1989, (Effective Date) by and between Edward H. Davis. M.D. (“Assignor”), Edward H. Davis, M.D., Ronald Fisk, M.D., Ph.D., and Clarke D. Espy, M.D. (“Assignee”) and Wright-Carlyle Partners (“Landlord”).

Lease Agreement, dated August 31, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Ronald Fisk, M.D., Ph.D., Clarke D. Espy, M.D. and Jan H. Merman, M.D. (“Tenant”).

First Amendment to Lease, dated September 29, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Ronald H. Fisk, M.D., Ph.D., Clarke D. Espy, M.D. and Jan H. Merman, M.D. (“Tenant”).
Not Available.

Second Amendment to Lease, dated July 13, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Ronald H. Fisk, M.D., Ph.D., Clarke D. Espy, M.D. and Jan H. Merman, M.D. (“Tenant”).

2.         Lease, dated May 20, 2003, by and between Cedars LA LLC (“Landlord”) and Ronald H. Fisk, M.D., Ph.D., Clarke D. Espy, M.D. and Jan H. Merman, M.D. (“Tenant”).

3.         Assignment, Assumption and First Amendment of Lease and Landlord Consent, dated August 20, 2008, by and between Cedars LA LLC (“Landlord”), Jan H. Merman, M.D. (“Assignor”), Ronald H. Fisk, M.D. Ph.D. and Clark D. Espy, M.D. (“Assignee”).

4.         Assignment, Assumption and Second Amendment of Lease and Landlord Consent, dated October 1, 2010, by and among Cedars LA LLC (“Landlord”), Clark D. Espy, M.D. (“Assignor”) and Ronald H. Fisk, M.D. Ph.D. and Alan Weinberger, M.D. (“Assignee”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 30, 1984, by and between Wright-Carlyle Partners (“Landlord”) and Eugene G. Flaum, M.D. (“Tenant”).

Lease Agreement, dated May 18, 1989, Wright-Carlyle Partners (“Landlord”) and Eugene G. Flaum, M.D. (“Tenant”).

Lease Agreement, dated November 15, 1994, Wright-Carlyle Partners (“Landlord”) and Eugene G. Flaum, M.D. (“Tenant”).

First Amendment to Lease, dated December 30, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Eugene G. Flaum, M.D. (“Tenant”).

2.         Lease Agreement, dated August 23, 2002, by and between Cedars LA LLC (“Landlord”) and Eugene G. Flaum, M.D. (“Tenant”).

3.         Guaranty, dated August 26, 2002, from Eugene G. Flaum, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         First Lease Amendment, dated May 17, 2004, by and between Cedars LA LLC (“Landlord”) and Eugene G. Flaum, M.D. (“Tenant”).

5.         Guaranty, dated October 1, 2007, from Ryan F. Osborne, M.D. (“Guarantor”) to Cedar LA LLC (“Landlord”).

6.         Assignment and Assumption of Leases for 625E, Consent for 625E and Second Amendments to Leases for 625E and 945E, dated October 1, 2007, by and between Cedars LA LLC (“Landlord”), Eugene G. Flaum, M.D. (“Tenant”) and Ryan F. Osborne, M.D. (“Assignee”). Note: Copy placed in property # 601170, Ste. 945E pressboard.

7.         Third Lease Amendment to Leases for 625E and 945E, dated August 14, 2009, by and between Cedars LA LLC (“Landlord”) and Ryan F. Osborne, M.D., Inc.

successor in interest to Eugene G. Flaum, M.D. (“Tenant”).  Note: Copy placed in property # 601170, Ste. 945E pressboard.

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated May 5, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Peter Goldman, M.D. (“Tenant”).

Amendment to Lease, dated October 13, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Peter Goldman, M.D. (“Tenant”).

2.         Lease, dated August 20, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Peter Goldman, M.D. (“Tenant”).

3.         First Amendment to Lease, dated March 17, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Goldman Dubow Medical Group (“Tenant”).

4.         Second Amendment to Lease, dated June 25, 2007, by and between Cedars LA LLC (“Landlord”) and Goldman Dubow Medical Group (“Tenant”).

5.         Third Amendment to Lease, dated July 30, 2009, by and between Cedars LA LLC (“Landlord”) and Goldman Dubow Medical Group (“Tenant”). Re: Extension of Lease Term expiring on December 31, 2012.

INDEX

Lease

1.         Lease, dated June 25, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

INDEX

Lease

1.         Historical Lease Data for Reference Purposes

Lease Agreement, dated May 2, 1989, by and between Wright-Carlyle Partners (“Landlord”) and Calvin Ezrin, M.D. (“Tenant”)

Lease Assignment, Assunption and Consent Agreement, dated August 10, 1990, by and among Calvin Ezrin, M.D. (“Assignor”), Elayne Garber, M.D. (“Assignee”) and Wright-Carlyle Partners (“Landlord”)

Lease Agreement, dated September 9, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Elayne K. Garber, M.D. (“Tenant”).

Guaranty, dated August 26, 1998, from Elayne K. Garber, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Lease Agreement, dated August 27, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Elayne K. Garber, M.D. (“Tenant”).

2.         Lease, dated July 17, 2003, by and between Cedars LA LLC (“Landlord”) and Elayne K. Garber, M.D. (“Tenant”).

3.         Guaranty, dated July 18, 2003, from Elayne K. Garber, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         First Lease Amendment, dated July 2, 2008, by and between Cedars LA LLC (“Landlord”) and Elayne K. Garber, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 27, 1997, by and between Wright-Carlyle Partners (“Landlord”) and David E. Fermelia, M.D. (“Tenant”),

2.         Lease, dated December 31, 2001, by and between Cedars LA LLC (“Landlord”) and David E. Fermelia, M.D. (“Tenant”).

3.         First Lease Amendment, dated January 31, 2007, by and between Cedars LA LLC (“Landlord”) and David E. Fermelia, M.D. (“Tenant”).

4.         Assignment, Assumption and Second Amendment of Lease and Landlord Consent, dated March 26, 2008, by and between Cedars LA LLC (“Landlord”), David E. Fermelia, M.D. (“Assignor”) and Cedars-Sinai Medical Care Foundation (“Assignee”).

INDEX

Lease

1.Lease, dated January 27, 2003, by and between Cedars LA LLC (“Landlord”) and Kiarash Michael, M.D. and Robert Sanford, M.D. (“Tenant”).

2.Declaration by Landlord and Tenant as to Commencement Date, executed September 1, 2003, by and between Cedars LA LLC (“Landlord”) and Kiarash Michael, M.D. and Robert Sanford, M.D. (“Tenant”).

3.First Amendment to Lease, dated July 2, 2003, by and between Cedars LA LLC (“Landlord”) and Kiarash Michael, M.D. and Sanford, M.D. (“Tenant”).

4.Second Amendment to Lease, dated November 10, 2003, by and between Cedars LA LLC (“Landlord”) and Kiarash Michael, M.D. and Sanford, M.D. (“Tenant”).

5.Third Lease Amendment, dated March 11, 2004, by and between Cedars LA LLC (“Landlord”) and Kiarash Michael, M.D. and Sanford, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes.

Lease Agreement, dated February 15, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Cutler Kallus, M.D. (“Tenant”).

Lease Agreement, dated September 7, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Cutler Kallus, M.D. (“Tenant”)

Lease Agreement, dated June 11, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Sanford, M.D. (“Tenant”).

2.Lease, dated January 27, 2003, by and between Cedars LA LLC (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Sanford, M.D. (“Tenant”).

3.Declaration by Landlord and Tenant as to Commencment Date, executed September 24, 2003, by and between Cedars LA LLC (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Sanford, M.D. (“Tenant”).

4.First Amendment to Lease, dated July 2, 2003, by and between Cedars LA LLC (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Sanford, M.D. (“Tenant”).

5.Second Amendment to Lease, dated November 10, 2003, by and between Cedars LA LLC (“Landlord”) and Liliana Sloninsky, M.D. and Margaret Sanford, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated December 1, 1993 by and between Wright-Carlyle Partners (“Landlord”) and Robert R. Gerber, D.D.S. (“Tenant”).

Lease Agreement, dated July 11, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Robert R. Gerber, D.D.S. (“Tenant”).

Amendment to Lease, dated November 18, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Robert R. Gerber, D.D.S. (“Tenant”)

2.Lease, dated June 1, 2001, by and between Cedars LA LLC (“Landlord”) and Robert B. Gerber, D.D.S. (“Tenant”).

3.First Lease Amendment, dated May 1, 2006, by and between Cedars LA LLC (“Landlord”) and Robert B. Gerber, D.D.S. (“Tenant”).

4.Guaranty, dated May 1, 2006, from Robert B. Gerber, D.D.S. (“Guarantor”) to Cedars LA LLC (“Landlord”)

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated August 24, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Stricke and Kahan, Inc. dba Western Pulmonary Associates Medical Group (“Tenant”).

Lease Agreement, dated April 5, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Leslie Stricke, M.D. and Stanley Kahan, M.D. dba Western Pulmonary Associates Medical Group (“Tenant”).

One-Year Lease Extension, dated December 11, 1995, by ad between Wright-Carlyle Partners (“Landlord”) and Leslie Stricke, M.D. and Stanley Kahan, M.D. dba Western Pulmonary Associates Medical Group (“Tenant”).

Lease Agreement, dated February 4, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Leslie Stricke, M.D. and Stanley Kahan, M.D. dba Western Pulmonary Associates Medical Group and J.M. Hourani, Inc. (“Tenant”).

First Amendment to Lease, dated August 10, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Leslie Stricke, M.D. and Stanley Kahan, M.D. dba Western Pulmonary Associates Medical Group, J.M. Hourani, Inc. and Abraham M. Ishaaya, M.D. (“Tenant”).

2.Lease, dated January 24, 2003, by and between Cedars LA LLC (“Landlord”) and Stricke and Kahan, Inc. dba Western Pulmonary Associates Medical Group (“Tenant”).

3.Guaranty, dated January 24, 2003, from Leslie Stricke, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.Guaranty, dated January 24, 2003, from Stanley Kahan, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.First Lease Amendment, dated August 9, 2007, by and

between Cedars LA LLC (“Landlord”), Stricke and Kahan, Inc., dba Western Pulmonary Associates Medical Group; and Harry Cynamon, M.D. (“Tenant”).Re:  Adds Cynamon as Tenant.

6.Second Lease Amendment, dated December 6, 2007, by and between Cedars LA LLC (“Landlord”), Stricke and Kahan, Inc., dba Western Pulmonary Associates Medical Group; and Harry Cynamon, M.D., (“Tenant”).

INDEX

Lease

1.Lease, dated March 1, 2005, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”). 
Re: Ste. 740E.

2.First Lease Amendment, dated December 9, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated February 9, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated March 18, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”),

First Amendment to Lease, dated April 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated January 16, 2008, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”). Re:  Expansion

4.Second Lease Amendment, dated February 12, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated July 1, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D. and Harry A. Cynamon, M.D. (“Tenant”).

Amendment to Lease, dated December 30, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D. and Harry A. Cynamon, M.D. (“Tenant”).

Lease Agreement, dated July 28, 1993 by and between Wright-Carlyle Partners (“Landlord”) and Richard Gold, M.D., Inc. and Philip Levine, M.D. (“Tenant”).

Lease Agreement, dated June 7, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Richard Gold, M.D., Inc. and Philip Levine, M.D. (“Tenant”).

2.Lease, dated October 23, 2001, by and between Cedars LA LLC (“Landlord”) and Richard Gold, M.D., Inc. and Philip Levine, M.D. (“Tenant”).

3.Guaranty, dated October 24, 2001, from Phillip Levine (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.Guaranty, dated October 24, 2001, from Richard Gold, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.First Lease Amendment, dated April 18, 2006, by and between Cedars LA LLC (“Landlord”), Richard Gold, M.D., Inc. and Philip Levine, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated May 6, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Joel D. Feinstein, M.D. (“Tenant”).

Lease Agreement, dated November 15, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Joel D. Feinstein, M.D. (“Tenant”).

Lease Agreement, dated January 21, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Joel D. Feinstein, M.D. and Joseph Loewy, M.D. (“Tenant”), and

First Amendment to Lease, dated December 27, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Joel D. Feinstein, M.D. and Joseph Loewy, M.D. (“Tenant”).

2.Lease, dated August 30 2004, by and between Cedars LA LLC (“Landlord”) and Joel D. Feinstein, M.D. and Joseph Loewy, M.D. (“Tenant”).

INDEX

Lease

3.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated May 30, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”), and

First Amendment to Lease, dated June 11, 2001, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

4.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

5.First Lease Amendment, dated February 12, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Lease, dated June 15, 2005, by and between Cedars LA LLC (“Landlord”) and Alexander Gershman, M.D., Ph.D., P.C. (“Tenant”).

2.         Guaranty, dated June 15, 2005, from Alexander Gershman, M.D., PH.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.         First Lease Amendment, dated March 12, 2010, by and between Cedars LA LLC (“Landlord”) and Alexander Gershman, M.D., A Professional Corporation, originally referred to as “Alexander Gershman, M.D. Ph.D., P.C.” due to a scrivener’s error (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated January 4, 2002, by and between Cedars LA LLC (“Landlord”) and Richard Riggs, M.D. and Jerry Judd Pryde, M.D. (“Tenant”).

Guaranty, dated January 3, 2002, from Jerry Judd Pryde (“Guarantor”) to Cedars LA LLC (“Landlord”).

Guaranty, dated January 3, 2002, from Richard Riggs (“Guarantor”) to Cedars LA LLC (“Landlord”).

Lease Termination Agreement, dated April 21, 2005, by and between Cedars LA LLC (“Landlord”) and Richard Riggs, M.D. and Jerry Judd Pryde, M.D. (“Tenant”).

2.         Lease,  dated April 21, 2005, by and between Cedars LA LLC (“Landlord”) and Richard Riggs, M.D., P.C., Jerry Judd Pryde, M.D., P.C., Shahriar Bamshad, M.D., P.C. and B. Evan Ross, Lac, Dom, P.C. (“Tenant”).

3.         Guaranty, dated April 21, 2005, from B. Evan Ross, LAc, DOM (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         Guaranty, dated April 21, 2005, from Shahriar Bamshad, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.         Guaranty, dated April 21, 2005, Richard Riggs, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

6.         Guaranty, dated April 21, 2005, from Jerry Judd Pryde, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

7.         Confirmation of Lease Term, dated August 26, 2005, by and between Cedars LA LLC (“Landlord”) and Richard Riggs, M.D., P.C., Jerry Judd Pryde, M.D., P.C., Shahriar Bamshad, M.D., P.C. and Evan Ross, LaC, P.C. (“Tenant”). Re: The Commencement Date is August 8, 2005.

8.         First Lease Amendment, dated May 31, 2007, by and between Cedars LA LLC (“Landlord”) and Richard Riggs, M.D., P.C., Jerry Judd Pryde, M.D., P.C. and Shahriar Bamshad, M.D., P.C. (“Tenant”).

INDEX

Lease

1.         Lease, dated February 15, 2005, between Cedars LA LLC (“Landlord”) and Alice Berkowitz, Ph.D. (“Tenant”).

2.         First Lease Amendment and Assumption of Lease, dated March 4, 2010, by and between Cedars LA LLC (“Landlord”) and Alice Berkowitz, PH.D. (“Tenant”).

INDEX

Lease

1.         Lease, dated September 15, 2004, by and between Cedars LA LLC (“Landlord”) and Robert Eitches, M.D. (“Tenant”).

2.         First Lease Amendment, dated January 25, 2005, by and between Cedars LA LLC (“Landlord”) and Robert Eitches, M.D. (“Tenant”).

INDEX

Lease

1.         Lease, dated September 26, 2003, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.         First Lease Amendment, dated August 27, 2008, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 27, 1978, by and between Medical Office Buildings, Ltd. (“Landlord”) and H. Leon Brooks, M.D. (“Tenant”).

Lease Agreement, dated August 3, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Tower Orthopaedics (“Tenant”).

Lease Agreement, dated August 28, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Tower Orthopaedics (“Tenant”).

Guaranty, dated August 27, 1998, from Robert A. Audell, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated August 27, 1998, from H. Leon Brooks, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Termination of Lease, dated October 1, 2003, by and between Cedars LA LLC (“Landlord”) and Tower Orthopaedics (“Tenant”).

2.         Lease, dated June 26, 2003, by and between Cedars LA LLC (“Landlord”) and Robert Audell, M.D., Sam Bakshian, M.D. and Mehrdad Ganjianpour, M.D. (“Tenant”).

3.         First Lease Amendment, dated April 28, 2005, by and between Cedars LA LLC (“Landlord”), Robert Audell, M.D., Sam Bakshian, M.D. and Mehrdad Ganjianpour, M.D. (“Original Tenant”) and Behnam Massaband, D.P.M. (“New Tenant”).

4.         Second Lease Amendment, dated January 17, 2006, by and between Cedars LA LLC (“Landlord”) and Behnam Massaband, D.P.M. (“Tenant”).

5.         Third Lease Amendment, dated July 14, 2008, by and between Cedars LA LLC (“Landlord”) and Behnam Massaband, D.P.M. (“Tenant”).

INDEX

Lease

1.         Lease, dated April 1, 2005, by and between Cedars LA LLC (“Landlord”) and Ryan F. Osborne, M.D., Inc. (“Tenant”).

2.         Guaranty, dated April 1, 2005, from Ryan F. Osborne, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.         Letter – Notification of Tenant’s Intent to Extend Lease, dated October 12, 2005, from Ryan F. Osborne, M.D. to Matt Demello, R.A., FMA, Cedars Sinai, Medical Office Towers.

4.         First Lease Amendment, dated January 13, 2006, by and between Cedars LA LLC (“Landlord”) and Ryan F. Osborne, M.D., Inc. (“Tenant”).

5.         Assignment and Assumption of Leases for 625E, Consent for 625E and Second Amendments to Leases for 625E and 945E, dated October 1, 2007, by and among Cedars LA LLC (“Landlord”) Eugene G. Flaum, M.D. (“Tenant”) and Ryan F. Osborne, M.D. (“Assignee”). -COPY –Original in 601170, Ste. 625.

6.         Third Lease Amendment to Leases for 625E and 945E, dated August 14, 2009, by and between Cedars LA LLC (“Landlord”) and Ryan F. Osborne, M.D., Inc. (“Tenant”).  -COPY –Original in 601170, Ste. 625.

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 1997, by and between Hub LA Limited Partnership by M&P Partners Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated November 30, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.         Lease, dated October 26, 2001, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.         First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated July 28, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Sherman Zieve, D.D.S. (“Tenant”).

2.         Lease, dated July 27, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Sherman Zieve, D.D.S. (“Tenant”).

3.         First Lease Amendment, dated January 26, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Sherman Zieve, D.D.S (“Tenant”).

4.         Second Lease Amendment, dated February 9, 2009, by and between Cedars LA LLC (“Landlord”) and Sherman Zieve, D.D.S. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated April 15, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Edward Share, M.D. and Jerome Goldwasser, M.D. (“Tenant”).

First Amendment to Lease, dated March 10, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Edward Share, M.D. and Jerome Goldwasser, M.D. (“Tenant”).

2.Lease, dated June 15, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Edward Share, M.D., Jerome Goldwasser, M.D., and Graham Woolf, M.D. (“Tenant”).

3.First Lease Amendment, dated August 30, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Edward Share, M.D. and Graham Woolf, M.D. (“Tenant”).

4.Assignment, Assumption and Second Amendment of Lease and Landlord Consent, dated September 17, 2008, by and between Cedars LA LLC (“Landlord”), Edward Share, M.D. (“Share”), Graham Woolf, M.D., and together with Share, (“Assignor”), and Siamak Tabib, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated August 28, 2006, by and between Cedars LA LLC (“Landlord”) and Donna Gallik, M.D. and Walter Kerwin, M.D. (“Tenant”).

2.Guaranty, dated August 28, 2006, from Donna Gallik, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.Lease, dated September 15, 2005 by and between Cedars LA LLC (“Landlord”) and Cameron Adams, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated October 16, 1989, by and between Wright-Carlyle Partners (“Landlord”) and Asher Kimchi, M.D. and Raphael Reisfeld, M.D. (“Tenant”).  Re: Suite1080W.

Termination of Lease, dated December 2, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Asher Kimchi, M.D. (“Tenant”). Re: Suite 1080W.

Lease Agreement, dated November 8, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Asher Kimchi, M.D. (“Tenant”).

Lease Agreement, dated December 15, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Asher Kimchi, M.D. (“Tenant”).

2.Lease Agreement, dated January 16, 2003 by and between Cedars LA LLC (“Landlord”) and Asher Kimchi, M.D. (“Tenant”).

3.First Amendment to Lease, dated October 20, 2006, by and between Cedars LA LLC (“Landlord”) and Asher Kimchi, M.D. (“Tenant”).

4.Second Amendment to Lease, dated July 23, 2009, by and between Cedars LA LLC (“Landlord”) and Asher Kimchi, M.D. (“Tenant”).

5.Renewal Letter, dated June 10, 2010, from Asher Kimchi, M.D. (“Tenant”) to Matt DeMello, Reit Management & Research LLC (“Landlord”).  Re:  Exercise of option to renew for a term of one (1) year.

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated January 4, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Allan S. Lew, M.D. (“Tenant”),

Lease Assignment, Assumption and Consent Agreement, dated March 24, 1995, by and between Wright-Carlyle Partners (“Landlord”), Allan S. Lew, M.D. (“Assignor”) and Allan S. Lew, M.D. and Mehran Khorsandi, M.D.

Lease Agreement, dated August 20, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Allan S. Lew, M.D. (“Tenant”).

2.Lease, dated March 26, 2003, by and between Hub LA Limited Partnership (“Landlord”) and Allan S. Lew, M.D. (“Tenant”).

3.First Lease Amendment, dated October 14, 2008, by and between Cedars LA LLC (“Landlord”) and Allan S. Lew, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated July 28, 1986, by and between Wright-Carlyle Partners (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

Lease Agreement, dated March 11, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

Lease Agreement, dated April 1, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

Lease Agreement, dated January 26, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

Lease Agreement, dated January 27, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

2.Lease, dated December 17, 2002 by and between Cedars LA LLC (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

3.First Lease Amendment, dated December 6, 2007, by and between Cedars LA LLC (“Landlord”) and Brian P. Mekelburg M.D. (“Tenant”).

4.Second Lease Amendment, dated November 5, 2008, by and between Cedars LA LLC (“Landlord”) and Brian P. Mekelburg, M.D. (“Tenant”).

5.Renewal Letter Notice, dated September 29, 2009, from Brian P. Mekelburg, MD (“Tenant”) to Matt DeMello, Reit Management & Research LLC (“Landlord”). – COPY

6.Rent Letter, dated April 29, 2010, from Matt Demello, RPA, FMA, Property Manager, Cedars Sinai (“Landlord”) agreed and accepted by Brian P. Mekelburg, M.D. (“Tenant”).

7.Renewal Letter Notice, dated September 29, 2010, from Brian P. Mekelburg, MD (“Tenant”) to Matt DeMello, Reit Management & Research LLC (“Landlord”). – COPY

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated December 1, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Edward Y. Liu, M.D. and Randy S. Harris, M.D. (“Tenant”)

Lease Agreement, dated April 5, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Edward Liu, M.D. and Judith Reichman, M.D. (“Tenant”).

2.Lease, dated June 20, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Edward Liu, M.D. (“Tenant”).

3.First Lease Amendment, dated April 27, 2005, Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Edward Liu, M.D. (“Tenant”).

4.Assignment, Assumption and Second Amendment of Lease and Landlord Consent, dated June 11, 2010, by and between Cedars LA LLC (“Landlord”) Edward Liu, M.D. (“Existing Tenant”), and Cedars-Sinai Medical Care Foundation (“New Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated November 22, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Uri P. Peles, M.D. (“Tenant”).

2.Lease, dated June 15, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Uri P. Peles, M.D. (“Tenant”).

3.First Lease Amendment, dated October 14, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Uri P. Peles, M.D. (“Tenant”).

4.Second Lease Amendment, dated March 2, 2010, by and between Cedars LA LLC (“Landlord”) and Uri P. Peles, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated October 2, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Jane Kauffman, M.D. (“Tenant”).

2.Lease, dated January 13, 2003, by and between Cedars LA LLC (“Landlord”) and Jane Kauffman, M.D. (“Tenant”).

3.Guaranty, dated January 14, 2003, from Jane Kauffman, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.First Lease Amendment, dated August 18, 2008, by and between Cedars LA LLC (“Landlord”) and Jane Y. Kauffman, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated August 15, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Stanley Josephs, M.D., Inc. & Alexander Angerman, M.D., Inc. (“Tenant”).

Lease Agreement, dated October 19, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Stanley Josephs, M.D., Inc. & Alexander Angerman, M.D., Inc. (“Tenant”).

2.         Lease, dated May 4, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Alexander Angerman, M.D., Inc., Stanley Josephs, M.D., Inc. and Robert M. Wilson, M.D. (“Tenant”).

3.         Guaranty, dated May 5, 1998, from Alexander Angerman, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.         Guaranty, dated May 5, 1998, from Robert M. Wilson, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

5.         Guaranty, dated May 5, 1998, from Stanley Josephs, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

6.         First Amendment to Lease, dated July 18, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Alexander Angerman, M.D., Inc., Robert M. Wilson, M.D. and David Pechman, M.D.(“Tenant”).

7.         Second Amendment to Lease, dated July 6, 2001, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Alexander Angerman, M.D., Inc., Robert M. Wilson, M.D. and David Pechman, M.D. (“Tenant”).

8.         Third Lease Amendment, dated August 11, 2004, by and between Cedars LA LLC (“Landlord”) and Alexander Angerman, M.D., Inc., Robert M. Wilson, M.D. and David Pechman, M.D.(“Tenant”).

9.         Fourth Lease Amendment, dated April 22, 2009, by and between Cedars LA LLC (“Landlord”) and Alexander Angerman, M.D., Inc., Robert M. Wilson, M.D., Inc. and David Pechman, M.D. (together with Angerman and Wilson, “Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 24, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Lewis Wyatt, Jr., M.D., Inc. (“Tenant”),

Guaranty, dated March 24, 1998, from Lewis Wyatt, Jr. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.         Lease, dated February 7, 2003, by and between Cedars LA LLC (“Landlord”) and Lewis Wyatt, Jr., M.D., Inc. (“Tenant”).

3.         Guaranty, dated February 8, 2003, from Lewis Wyatt, Jr., (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         First Lease,Amendment, dated November 10, 2005, by and between Cedars LA LLC (“Landlord”) and Lewis Wyatt, Jr., M.D., Inc. (“Tenant”).

5.         Second Lease Amendment, dated May 28, 2010, by and between Cedars LA LLC (“Landlord”) and Lewis Wyatt, Jr., M.D., Inc. (“Tenant”).

INDEX

Lease

1.         Lease, dated September 15, 2005, by and between Cedars LA LLC (“Landlord”) and Donald Henderson, M.D., Joy S. Feld, M.D., and Tanyech P. Walford, M.D., Inc. (“Tenant”).

2.         Guaranty, dated September 15, 2005, from Tanyech P. Walford, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 19, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Michael Neumann, M.D. (“Tenant”).

2.         Lease, dated January, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Michael Neumann, M.D. (“Tenant”).

3.         Guaranty, dated March 23, 2000, from Michael Neumann, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

4.         First Amendment to Lease, dated August 10, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Michael Neumann, M.D. (“Tenant”).

5.         Second Lease Amendment, dated October 12, 2005, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership   (“Landlord”) and Michael Neumann, M.D. (“Tenant”).

6.         Third Lease Amendment, dated April 23, 2007, by and between Cedars LA LLC (“Landlord”) and Michael Neumann, M.D. (“Tenant”).

7.         Termination Letter Notice, dated April 15, 2010, from Dr. Michael Neumann to Cedars LA LLC (“Landlord”).  –COPY

8.         Termination Letter Notice, dated October 6, 2010, from Dr. Michael Neumann to Cedars LA LLC (“Landlord”).  –COPY

INDEX

Lease

1.         Lease, dated March 30, 2005, by and between Cedars LA LLC (“Landlord”) and Kiarash Michel, M.D., Robert Sanford, M.D., and Fred Kuyt, M.D. (“Tenant”).

2.         First Lease Amendment, dated August 15, 2005 by and between Cedars LA LLC (“Landlord”) and Kiarash Michel, M.D., Robert Sanford, M.D., and Fred Kuyt, M.D. (“Tenant”).

INDEX

Lease

1.         Lease of Parking Spaces, dated June 12, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.         Lease of Storage Space, dated June 30, 2007, by and between Cedars LA LLC (“Landlord”) and Super Care, Inc. (“Tenant”).

2.         Rent Letter, dated May 15, 2009, from Matt DeMello, Vice President, Reit Management & Research LLC, agreed and accepted by Continental Hospital Supply Corporation on behalf of Super Care Inc.  Re: Notice of rent adjustment.

INDEX

Lease

1.         Lease, undated, by and between Cedars LA LLC (“Lessor”) and AD Walls, LLC (“Lessee”).

2.         Letter Agreement, June 20, 2001, from Louis A. Monti, Sullivan & Worcester LLP agreed and accepted by Jeffrey D. Zimmerman, Vice President, Ad Walls, LLC.  Re: Changed pages of lease.

Cedars Sinai I (West)
8635 West Third St., Los Angeles, CA

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Settlement Agreement and Mutual Release, dated April 30, 2002, by and between Cedars-Sinai Medical Center, Tower Hematology-Oncology Medical Group, Cedars LA, LLC, Salick Health Care, Inc., and Comprehensive Cancer Centers, Inc.

Mutual Release Agreement (Suites 1W, 150W and 180W), dated June 14, 2004, by and between Cedars-Sinai Medical Center and Cedars LA LLC.

2.Lease, dated June, 2004, by and between Cedars LA LLC (“Landlord”) and Tower Urology, Inc. (“Tenant”).

3.Guaranty, dated June 14, 2004, from Arnold Cinman, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.Guaranty, dated June 14, 2004, from Stuart Holden, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.Guaranty, dated June 14, 2004, from Gary E. Leach, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

6.Guaranty, dated June 14, 2004, from Sharon Mee, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

7.Guaranty, dated June 14, 2004, from Stephen Sacks, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

8.Guaranty, dated June 15, 2004, from Dudley Danoff, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

9.Guaranty, dated June 15, 2004, from Norman Nemoy, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

10.Guaranty, dated September 20, 2007, from Matthew Bui, M.D., Ph.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

11.Guaranty, dated May 27, 2009, from Christopher NG, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease, dated January 17, 2001, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Care Center (“Tenant”).

2.Lease, dated June 3, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Center (“Tenant”).

3.First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated November 29, 1986, by and between Wright-Carlyle Partners, which is the successor in interest to Howard S. Wright Development Co. (“Landlord”) and Arthur B. Schlachtman, D.D.S., “(Tenant”).

Lease Agreement, dated August 29, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Arthur B. Schlachtman, D.D.S., “(Tenant”).

Lease, dated July 3, 1997, by and between Hub LA Limited Partnership, by M&P Partners Limited Partnership(“Landlord”)  and Arthur B. Schlachtman, D.D.S. (“Tenant”)

2.Lease, dated March 26, 2002, by and between Cedars LA LLC (“Landlord”) and Arthur B. Schlachtman, D.D.S. (“Tenant”).

3.First Lease Amendment, dated March 1, 2007, by and between Cedars LA LLC (“Landlord”) and Arthur B. Schlachtman, D.D.S. (“Tenant”).

INDEX

Lease

1.Lease, dated February 6, 2002, by and between Cedars LA LLC (“Landlord”) and Denis Weintraub, D.D.S. (“Tenant”).

2.First Lease Amendment, dated August 28, 2007, by and between Cedars LA LLC (“Landlord”) and Denis Weintraub, D.D.S. (“Tenant”).

3.Assignment, Assumption and Second Amendment of Lease and Landlord Consent, dated January 30, 2008, by and between Cedars LA LLC (“Landlord’), Denis Weintrab, D.D.S. (“Assignor”) and Michelle Kelman, D.D.S. (“Assignee”).

4.Guaranty, dated January 30, 2008, from Aron Kelman (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.Third Lease Amendment, dated June 30, 2009, by and between Cedars LA LLC (“Landlord”) and Michelle Kelman, D.D.S. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

One Year Lease Extension, dated January 19, 1993, by and between Wright-Carlyle Partners (“Landlord) and Aviva Biederman, M.D. (“Tenant).           Re: Ste. 880W.

Lease, dated June 2, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Aviva Biederman, M.D. (“Tenant”). Re: Ste. 880W.

Lease, dated December 5, 1995, by and between Wright-Carlyle Partners (“Landlord) and Aviva Biederman, M.D. (“Tenant).  Re: Ste. 880W.

Lease, dated October __ 1997, by and between Hub LA Limited Partnership, (“Landlord”) and Aviva Biederman, M.D. (“Tenant”).  Re: Ste. 880W.

First Amendment to Lease, dated October 1, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Aviva Biederman, M.D. (“Tenant”).  Re: Ste. 880W.

2.Lease, dated July 30, 2003, by and between Cedars LA LLC (“Landlord”) and Aviva Biederman, M.D. (“Tenant”).  Re: Ste 260W

3.First Lease Amendment, dated April 5, 2010, by and between Cedars LA LLC (“Landlord”) and Aviva Biederman, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Assignment and Assumption of Lease / Consent to Assignment, dated June 12, 1985, by and between Wright-Carlyle Partners, (“Landlord”), William C. To, M.D., (“Assignor”) and William C. To, M.D., Inc., (“Assignee”).

 Amendment to and Renewal of Lease, dated November 1, 1987;

Lease, dated February 2, 1993, by and between Wright-Carlyle Partners, (“Landlord”) and William C. To, M.D., Inc. (“Tenant”).

Lease Agreement, dated May 6, 1998, by and between Hub LA Limited Partnership (“Landlord”) and William C. To, M.D., Inc. (“Tenant”).

Guaranty, dated May 7, 1998, from William C. To (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.Lease, dated December 19, 2002, by and between Cedars LA LLC (“Landlord”) and William C. To (“Tenant”).

3.Guaranty, dated December 20, 2002, from William C. To, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.First Lease Amendment, dated April 17, 2008, by and between Cedars LA LLC (“Landlord”) and William C. To, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated January 9, 1997, by and between Wright-Carlyle Partners (“Landlord”), and Cedars-Sinai Medical Center (“Tenant”).

Lease, dated February 26, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated April 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated November 8, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated August 27, 2008 by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease, dated October 16, 1990, by and between Wright-Carlyle Partners (“Landlord”) and Arie Robert Schwartz, M.D. (“Tenant”).

Amendment to Lease, dated April 23, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Arie Robert Schwartz, M.D. (“Tenant”).

Lease, July 25, 1995 by and between Wright-Carlyle Partners (“Landlord”) and Arie Robert Schwartz, M.D. (“Tenant”).

Lease Agreement, dated August 26, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Arie Robert Schwartz, M.D. (“Tenant”).

2.Lease, dated April 1, 2003, by and between Cedars LA LLC (“Landlord”) and Arie Robert Schwartz, M.D. (“Tenant”).

3.First Lease Amendment , dated May 8, 2008, by and between Cedars LA LLC (“Landlord”) and Arie Robert Schwartz, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated May 30, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated July 3, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Marshal P. Fichman, M.D. (“Tenant”).

 Lease Agreement, dated February 25, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Marshal P. Fichman, M.D. (“Tenant”).

2.Lease, dated November 14, 2001, by and between Cedars LA LLC (“Landlord”) and Marshal P. Fichman, M.D. (“Tenant”).

3.First Lease Amendment, dated March 21, 2007, by and between Cedars LA LLC (“Landlord”) and Marshal P. Fichman, M.D. (“Tenant”).

INDEX

Lease

1.         Lease Agreement, dated March 26, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

Lease Agreement, dated June 30, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

2.         Lease, dated January 7, 2003, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

3.         First Lease Amendment, dated March 10, 2008, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

INDEX

Lease

1.         Lease Agreement, dated November 17, 1997, by and between Hub LA Limited Partnership (“Landlord”) and SMMPP, Inc. (“Tenant”).

2.         Guaranty, dated November 17, 1997, from Herbert Maeda (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

3.         Consent to Assignment and Assumption of Lease and Modification of Lease, dated December 1999, by and between Hub LA Limited Partnership (“Landlord”), SMMPP, Inc. (“Tenant”) and Los Angeles ProCare Pharmacy, Inc. (“Assignee”).

4.         Second Amendment to Lease Agreement, dated March 5, 2002, by and between Hub LA Limited Partnership (“Landlord”) and Los Angeles ProCare Pharmacy, Inc. (“Tenant”).

5.         Lease Renewal Letter, dated February 2, 2005, by Dino M. DeThomas, Vice President, Los Angeles ProCare Pharmacy, Inc., electing to exercise the renewal option for an additional two year period.

6.         Third Lease Amendment, dated March 28, 2007, by and between Cedars LA LL, successor in interest to Hub LA Limited Partnership (“Landlord”) and Los Angeles ProCare Pharmacy, Inc. (“Tenant”).

7.         Consent to Merger and Assumption of Lease, dated October 24, 2007, by and between Cedars LA LLC (“Landlord”), Los Angeles Procare Pharmacy Inc. (“Tenant”) and Procare Pharmacy, L.L.C. (“Assignee”).

8.         Guaranty, dated October 24, 2007, from CVS Caremark Corporation (“Guarantor”) to Cedars LA LLC (“Landlord”).

9.         Notice of Renewal, dated April 28, 2010, from Abbey L. Smith, ProCare Pharmacy, LLC to Cedars LA, LLC. Re:  Exercise of renewal option for three (3) years. –COPY

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated October 29, 1985, by and between Wright-Carlyle Partners, successor in interest to Howard S. Wright Development Co. (“Landlord”) and Yzhar Charuzi, M.D. (“Tenant”).

Amendment to and Renewal of Lease, dated November 30, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Yzhar Charuzi, M.D. (“Tenant”).

Lease Agreement, dated October 2, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Yzhar Charuzi, M.D. (“Tenant”).

Amendment to Lease, dated January 9, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Yzhar Charuzi, M.D. (“Tenant”).

2.         Lease, dated April 20, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Yzhar Charuzi, M.D. (“Tenant”).

3.         First Lease Amendment, dated January 31, 2005, by and between Cedars LA LLC (“Landlord”) and Yzhar Charuzi, M.D. (existing “Tenant”) and CV Nuclear, LLC (additional “Tenant”).

4.         Second Lease Amendment, dated June 21, 2005, by and between Cedars LA LLC (“Landlord”), Yzhar Charuzi, M.D. and CV Nuclear, LLC (collectively “Tenant”).

5.         Third Lease Amendment, dated September 30, 2009, by and between Cedars LA LLC (“Landlord”), Yzhar Charuzi, M.D. and CV Nuclear, LLC (collectively “Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 15, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Jonathan I. Macy, M.D., Inc. (“Tenant”).

2.         Lease, dated May 25, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Jonathan I. Macy, M.D., Inc. (“Tenant”).

3.         Guaranty, dated May 26, 2000, from Jonathan I. Macy, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         First Lease Amendment, dated September 18, 2006, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Jonathan I. Macy, M.D., Inc. (“Tenant”).

5.         Second Lease Amendment, dated August 22, 2008, by and between Cedars LA LLC (“Landlord”) and Jonathan I. Macy, M.D., Inc. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated September 3, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Joanne E. Low, M.D. (“Tenant”).

Amendment to Lease, dated December 3, 1996, by and between Wright Carlyle Partners (Landlord”) and Joanne E. Low, M.D. (“Tenant”).

Second Amendment to Lease Agreement, dated September 20, 2007, by and between Wright Carlyle Partners (“Landlord”) and Joanne E. Low, M.D. (“Tenant”).

2.         Lease, dated August 27, 2002, by and between Cedars LA LLC (“Landlord”) and Joanne E. Low, M.D. (“Tenant”).

3.         First Lease Amendment, dated November 30, 2005, by and between Cedars LA LLC (“Landlord”) and Joanne E. Low, M.D. (“Tenant”).

4.         Second Lease Amendment, dated September 20, 2007, by and between Cedars LA LLC (“Landlord”) and Joanne E. Low, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated January 21, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Hriyr Yeganian, d.b.a. Harry’s Gift and Snack Shop (“Tenant”).

2.         Lease, dated May 1, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Harry Yeganian, as trustee of the Yeganian Family Trust and Gilda Brongilda Yeganian, as trustee of the Yeganian Family Trust (“Tenant”).

3.         First Amendment to Lease, dated January 30, 2001, by and between Hub LA Limited Partnership (“Landlord”) and Harry Yeganian, as trustee of the Yeganian Family Trust and Gilda Brongilda Yeganian, as trustee of the Yeganian Family Trust (“Tenant”).

4.         Second Lease Amendment, dated February 7, 2005, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”), Harry Yeganian & Gilda Brongilda Yeganian (“Original Tenant) and Cindy Hyun Ju Cho and Bon H. Cho (“New Tenant”).

5.         Assignment, Assumption and Third Amendment of Lease and Landlord Consent, dated August 31, 2009, by and between Cedars LA LLC (“Landlord”), Cindy Hyun Ju Cho, Bon H. Cho (“Existing Tenant”) and Jooshin Kim (“New Tenant”).

INDEX

Lease

1.         Lease, dated December 3, 2001, by and between Cedars LA LLC (“Landlord”), and American Eye Institute (“Tenant”).

2.         Guaranty, dated December 4, 2001, from Ezra Maguen (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.         Guaranty, dated December 4, 2001, from James Salz (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         Guaranty, dated December 4, 2001, from Kristin Nesburn (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.         Guaranty, dated December 4, 2001, from Lawrence Schwartz (“Guarantor”) to Cedars LA LLC (“Landlord”).

6.         First Lease Amendment, dated May 31, 2005, by and between Cedars LA LLC (“Landlord”) and American Eye Institute (“Tenant”).

7.         Second Lease Amendment, dated July 19, 2010, by and between Cedars LA LLC (“Landlord”) and American Eye Institute (“Tenant”).

INDEX

Lease

1.         Lease, dated September 16, 2005, by and between Cedars LA LLC, (“Landlord”) and Kent W. Small, M.D. (“Tenant”).

2.         Guaranty, dated September 16, 2005, from Kent W. Small M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.         First Lease Amendment, dated October 29, 2010, by and between Cedars LA LLC, (“Landlord”) and Kent W. Small, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease, dated February 2000, by and between Hub LA Limited Partnership (“Landlord”) and Hart Cohen, M.D. (“Tenant”).

2.         Lease, dated November 5, 2003, by and between Cedars LA LLC, (“Landlord”) and Hart Cohen, M.D., (“Tenant”).

3.         First Lease Amendment, dated February 17, 2008, by and between Cedars LA LLC (“Landlord”) and Hart Cohen, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated February 1, 1988, by and between Wright-Carlyle Partners (“Landlord”) and Philip A. Yalowitz, M.D. (“Tenant”).

Lease Agreement, dated April 29, 1993, by and between Wright-Carlyle Partners (“Landlord”) and Dr. Philip A. Yalowitz, M.D. and Jay J. Stein, M.D. (“Tenant”)

First Amendment to Lease, dated May 4, 1998, by and between Wright-Carlyle Partners (“Landlord”) and Dr. Philip A. Yalowitz, M.D. and Jay J. Stein, M.D. (“Tenant”).

2.Guaranty, dated May 20, 2001, from Jay J. Stein, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.Guaranty, dated May 20, 2001, from Philip A. Yalowitz, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.Lease Agreement, dated May 21, 2001, by and between Cedars LA LLC (“Landlord”) and Philip A. Yalowitz, M.D. and Jay J. Stein, M.D. (“Tenant”).

5.First Lease Amendment, dated March 31, 2004, by and between Cedars LA LLC (“Landlord”) and Philip A. Yalowitz, M.D. and Jay J. Stein, M.D. (“Tenant”).

6.Second Lease Amendment and Assignment of Lease, dated December 6, 2007, by and between Cedars LA LLC (“Landlord”), Philip A. Yalowitz, M.D., Jay J. Stein, M.D. (“Tenant”) and Jay J. Stein, M.D. (“Assignee”).

7.Renewal Letter, dated June 22, 2009, from Jay J. Stein, M.D., F.A.C.S. to Mr. Matt DeMello, Reit Management & Research LLC.  Re: Exercising one-year renewal option.

8.Renewal Letter, dated June 14, 2010, from Jay J. Stein, M.D., F.A.C.S. to Mr. Matt DeMello, Reit

Management & Research LLC.  Re: Exercising one-year renewal option.  –COPY

INDEX

Lease

1.Lease, dated November 1, 2002, by and between Cedars LA LLC (“Landlord”) and Joel Scherr, R.P.T. (“Tenant”).

2.Guaranty, dated November 1, 2002, from Joel Scherr, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.Extension Letter, dated March 29, 2007, from Joel Z. Scherr, R.P.T., Inc. Re: Notice of exercise option to extend lease for additional five (5) years.

INDEX

Lease

1.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated February 10, 1993, by and between Wright-Carlyle  Brothers (“Landlord”) and Beverly Nephrology Medical Group; Makoff, Mittleman and Graham; and Michael M. Levine, M.D. (“Tenant”).

Amendment to 485W Lease / Option to Renew Lease, dated February 26, 1993 by and between Wright-Carlyle Partners, (“Landlord”) Beverly Nephrology Medical Group; Makoff, Mittleman and Graham; and Michael M. Levine, M.D. (“Tenant”).

Lease Assignment, Assumption and Consent Agreement, dated December 1, 1995, by and between Wright-Carlyle Partners, (“Landlord”) Beverly Nephrology Medical Group (“Assignor”) and Cedars-Sinai Medical Care Foundation (“Assignee”).

Lease, dated April 14, 1998, by and between Hub LA Limited Partnership, (“Landlord”) and Makoff, Mittleman, Graham and Levine (“Tenant”).

Guaranty, dated April 14, 1998, from Stephen Graham, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated April 14, 1998, from Michael Levine, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated April 14, 1998, from Joel Mittleman. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated April 14, 1998, from Dwight Makoff, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

First Amendment to Lease, dated June 1, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Makoff, Mittleman, Graham and Levine (“Tenant”).

2.Lease Agreement, dated January 28, 2003, by and between Cedars LA LLC, (“Landlord”) and Makoff, Mittleman, Graham and Levine (“Tenant”).

3.First Lease Amendment, dated May 28, 2008, by and between Cedars LA LLC (“Landlord”) and Makoff, Mittleman, Graham, Levine, Karimi and Barathan (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Limited Term Tenancy Agreement, dated May 2, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated June 3, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated June 1, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Amendment to Lease, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease Agreement, dated January 20, 2009, by and between Cedars LA LLC (“Landlord”) and DVA Renal Healthcare, Inc. (“Tenant”).

2.Guaranty, dated January 20, 2009, from Davita Inc. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated January 4, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Michael Delmont, D.D.S. (“Tenant”).

Lease, dated December 29, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Michael Delmont, D.D.S. (“Tenant”).

2.Lease, dated November 6, 2003, by and between Cedars LA LLC, (“Landlord”) and Michael Delmont, D.D.S. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Month to Month Tenancy Agreement, dated January 30, 1995, by and between Wright-Carlyle Partners(“Landlord”) and Richard Gill, John Pill and Chuck Millar(“Tenant”).

Month to Month Tenancy Agreement, dated September 6, 1995, by and between Wright-Carlyle Partners(“Landlord”) and CARDIOSCAN, INC. and Millar Lab Service(“Tenant”).

Lease Agreement, dated June 28, 1996, by and between Wright-Carlyle Partners (“Landlord”) and CARDIOSCAN, INC. (“Tenant”).

First Amendment to Lease, dated May 25, 1999, by and between Wright-Carlyle Partners (“Landlord”) and CARDIOSCAN, INC. (“Tenant”).

2.Lease, dated March 26, 2001, by and between Cedars LA LLC, (“Landlord”), and CARDIOSCAN, INC. (“Tenant”).

3.Guaranty, dated March 27, 2001, from Jason Kay (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.Assignment and Assumption of Lease and Landlord Consent, dated September 20, 2001, by and between Cedars LA LLC, (“Landlord”), CARDIOSCAN, INC. (“Assignor”) and Cardio Diagnostic Imaging, Inc. (“Tenant”).

5.Guaranty, dated September 25, 2001, from Michael Lee (“Guarantor”) to Cedars LA LLC (“Landlord”).

6.First Lease Amendment, dated March 27, 2006, by and between Cedars LA LLC, (“Landlord”), and Cardio Diagnostic Imaging, Inc. (“Tenant”).

7.Guaranty, dated March 27, 2006, from Matt Shannon (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated February 11, 1994, by and between Wright-Carlyle Partners, (“Landlord”), and Cedars-Sinai Medical Center, (“Tenant”).

Lease Agreement, dated July 28, 1994, by and between Wright-Carlyle Partners, (“Landlord”), and Cedars-Sinai Medical Center, (“Tenant”).

Termination of Lease, dated August 8, 1994, by and between Wright-Carlyle Partners, (“Landlord”), and Cedars-Sinai Medical Center, (“Tenant”).

Lease, dated June 1, 1999, by and between Hub LA Limited Partnership, (“Landlord”) and Cedars-Sinai Medical Center, (“Tenant”).

2.         Lease, dated May 30, 2002, by and between Cedars LA LLC, (“Landlord”), and Cedars-Sinai Medical Center, (“Tenant”).

3.         First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC, (“Landlord”), and Cedars-Sinai Medical Center, (“Tenant”).

INDEX

Lease

1.         Lease, dated May 27, 2004, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.         First Lease Amendment, dated February 12, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX
Lease

6.         Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated August 20, 1990, by and between Wright-Carlyle Partners (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

Amendment to Lease, dated January 24, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

Amendment to Lease, dated April 23, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

Lease Agreement, dated May 25, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

Termination of Lease, dated May 27, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

7.         Lease Agreement, dated June 8, 2001, by and between Cedars LA LLC (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

8.         First Lease Amendment, dated June 1, 2006, by and between Cedars LA LLC (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

9.         Second Lease Amendment, dated May 8, 2007, by and between Cedars LA LLC (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

10.       Third Lease Amendment, dated April 30, 2008, by and between Cedars LA LLC (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

11.       Fourth Lease Amendment, dated June 29, 2009, by and between Cedars LA LLC (“Landlord”) and Gail N. Jackson, M.D. (“Tenant”).

12.       Extension Letter Notice, dated September 4, 2009, from Gail N. Jackson, MD to Matt DeMello, Property

Manager, Cedars LALL.    Re: Exercise of option to extend lease for additional one (1) year.  –COPY

INDEX

Lease

1.         Lease, dated February, 2005, by and between Cedars LA LLC (“Landlord”) and Paul Barkopoulos, M.D., M.P.H. (“Tenant”).

2.         First Lease Amendment, dated March 22, 2010, by and between Cedars LA LLC (“Landlord”) and Paul Barkopoulos, M.D., M.P.H. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Assignment and Assumption of Lease, dated August 1, 1984, by and between Wright-Carlyle Partners (“Landlord”), Lazarus/Tisherman, A Medical Corporation, (“Assignor”) and Sanford A. Tisherman, M.D. (“Assignee”).

Amendment to and Renewal of Lease, dated November 13, 1984; by and between Wright-Carlyle Partners (“Landlord”) and Maurice L. Lazarus, M.D. and Sanford A. Tisherman, M.D. (“Tenant”).

Consent to Assignment, dated October 18, 1985, by Wright-Carlyle Partners (“Landlord”).

Lease Agreement, dated June 15, 1990, by and between Wright-Carlyle Partners (“Landlord”) and Sanford A. Tisherman, M.D. (“Tenant”).

Amendment to Lease, dated April 23, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Sanford A. Tisherman, M.D. (“Tenant”).

Amendment to Lease II, dated February 10, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Sanford A. Tisherman, M.D. (“Tenant”).

Lease Agreement, dated August 8, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Sanford Tisherman, M.D. and Paul Hackmeyer, M.D. (“Tenant”).

First Amendment, dated September 29, 1998, by and between Wright-Carlyle Partners (“Landlord”) and Sanford Tisherman, M.D. and Paul Hackmeyer, M.D. (“Tenant”).

2.         Lease, dated October 29, 2001, by and between Cedars LA LLC (“Landlord”) and Paul Hackmeyer, M.D. and Sanford Tisherman, M.D. (“Tenant”).

3.         First Lease Amendment, dated March 27, 2006, by and between Cedars LA LLC (“Landlord”) and Paul Hackmeyer, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease, dated January 21, 1999, by and between Hub LA Limited Partnership, (“Landlord”) and Mehran Khorsandi, M.D. (“Tenant”).

2.         Lease, dated October 16, 2003, by and between Cedars LA LLC (“Landlord”) and Mehran Khorsandi, M.D. (“Tenant”).

3.         First Lease Amendment dated November 25, 2008 by and between Cedars LA LLC (“Landlord”) and Mehran Khorsandi, M.D. (“Tenant”).

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated October 23, 1985, by and between Wright-Carlyle Partners (“Landlord”)and Jay N. Schapira, M.D(“Tenant”).

Lease Agreement, dated February 1, 1990, by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 785W.

Lease Agreement, dated June 11, 1990 by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 750W.

Amendment to Lease, dated June 11, 1990 by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 750W.

Lease Agreement, dated May 20, 1994 by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 750W.

Amendment to Lease II, dated October 28, 1994 by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).            Re:  Ste. 785W.

Lease Agreement, dated June 29, 1995; by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 750W.

Amendment to Lease, dated august 28, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 750W.

Termination of Lease, dated August 28, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).           Re:   Ste. 785W.

2.         Lease, dated June 3, 2002, by and between Cedars LA LLC (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”).  Re:  Ste. 750W

3.         First Lease Amendment, dated June 15, 2007, by and between Cedars LA LLC (“Landlord”) and Jay N. Schapira, M.D. (“Tenant”). Re: Ste. 750W

INDEX

Lease

1.         Historical Lease Data Kept for Reference Purposes

Lease, dated May 5, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Termination of Lease, dated December 14, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated November 15, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Alan E. Shapiro, M.D. (“Tenant”).

Guaranty, dated November 16, 1998, from Alan E. Shapiro (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.         Lease Agreement, dated October 16, 2003, by and between Cedars LA LLC, (“Landlord”) and Alan Shapiro, M.D. (“Tenant”).

3.         Guaranty, dated October 17, 2003, from Alan Shapiro (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.         First Lease Amendment, dated January 5, 2009, by and between Cedars LA LLC (“Landlord”) and Alan E. Shapiro, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 2, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment, dated February 2, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated October 28, 2001, by and between Cedars LA LLC(“Landlord”) and Cedars-Sinai Medical Care (“Tenant”).

3.First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated March 25, 1986, by and between Wright-Carlyle Partners (“Landlord”) and Eliot Corday, M.D., APC, Stephen Corday, M.D., APC, & J. Kevin Drury, M.D. (“Tenant”).

Six Month Lease Extension, dated December 24, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Eliot Corday, M.D., APC, Stephen Corday, M.D. (“Tenant”).

Lease Agreement, dated June 25, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Eliot Corday, M.D., APC, Stephen Corday, M.D., APC (“Tenant”).  Re:  Ste. 790W

Lease Agreement, dated June 25, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Eliot Corday, M.D., APC, Stephen Corday, M.D., APC (“Tenant”).  Re:  Ste. 780W.

Lease Agreement dated October, 1997, by and between Hub LA Limited Partnership (“Landlord”) and Eliot Corday, M.D. and Stephen Corday, M.D. (“Tenant”).  Re:  Ste. 790W.

Guaranty, dated October, 1997, from Eliot Corday, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated October, 1997, from Stephen Corday, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.Lease, dated April 22, 2002, by and between Cedars LA LLC (“Landlord”) and Stephen Corday, M.D. (“Tenant”).  Re:  Ste. 790W

3.Guaranty, dated April 23, 2002, from Stephen Corday, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.First Lease Amendment, dated August 13, 2007, by and between Cedars LA LLC (“Landlord”) and Stephen R. Corday, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated July 1, 2005, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).  Re: Ste. 795W.

2.First Lease Amendment, dated December 9, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement dated January 4, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Carole Jordan-Harris, M.D. (“Tenant”).

2.Lease Agreement, dated July 30, 2003, by and between Cedars LA LLC (“Landlord”) and Carole Jordan-Harris, M.D. (“Tenant”).

3.First Lease Amendment, dated August 6, 2008 by and between Cedars LA LLC (“Landlord”) and Carole Jordan-Harris, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated June 9, 2000, by and between Hub LA Limited Partnership, (“Landlord”) and Lawrence M. Richman, M.D. (“Tenant”).

2.Declaration by Landlord and Tenant as to Commencement Date, executed January 9, 2001, by and between Cedars LA LLC (“Landlord”) and Lawrence M. Richman, M.D. (“Tenant”).  Re:  Commencement date occurred January 1, 2001 and the Original Term will expire January 31, 2006.

3.First Lease Amendment, dated April 22, 2005, by and between Cedars LA LLC, (“Landlord”) and Lawrence M. Richman, M.D. (“Tenant”).

4.Second Lease Amendment, dated June 24, 2010, by and between Cedars LA LLC, (“Landlord”) and Lawrence M. Richman, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease, dated July 15, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Stephen J. Shapiro, M.D., and Leo A. Gordon, M.D. (“Tenant”).

2.Lease, dated July 12, 2001, by and between Cedars LA LLC(“Landlord”) and Stephen J. Shapiro, M.D., Donald M. Nortman, M.D., Jay Marks, M.D., and Jeremy Korman, M.D. (“Tenant”).

3.First Lease Amendment, dated December 13, 2006, by and between Cedars LA LLC(“Landlord”) and Donald M. Nortman, M.D., Rachel Berkowitz, Ph.D., M.A., M.F.C.C., and Massoud Agahi, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated December 29, 2000, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

2.First Lease Amendment, dated January 6, 2005, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

3.Second Lease Amendment, dated May 24, 2010, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

INDEX

Lease

1.Lease, dated December 18, 2001, by and between Cedars LA LLC (“Landlord”) and SNP Enterprises, Inc. (“Tenant”).

2.Guaranty, dated December 19, 2001, from Natheput Sridharan (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.Guaranty, dated December 19, 2001, from Pam Sridharan (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.First Lease Amendment, dated June 29, 2006, by and between Cedars LA LLC (“Landlord”) and SNP Enterprises, Inc. (“Tenant”).

INDEX

Lease

1.Lease, dated August 13, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.First Lease Amendment, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease, dated August 30, 2004, by and between Cedars LA LLC (“Landlord”) and Irene Barnett, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated November 30, 2004, by and between Cedars LA LLC (“Landlord”) and Richard S. Horowitz, M.D. (“Tenant”).

2.First Lease Amendment, dated June 7, 2006, by and between Cedars LA LLC (“Landlord”) and Richard S. Horowitz, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated August 11, 1986, by and between Wright-Carlyle Partners (“Landlord”) and Jeffrey F. Caren, M.D., Inc. (“Tenant”).

Lease Agreement, dated February 3, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Jeffrey F. Caren, M.D., Inc. (“Tenant”).

Lease Agreement, dated October 9, 1996, by and between Wright-Carlyle Partners, (“Landlord”), and Jeffrey F. Caren, M.D., Inc., d/b/a Cor Medical Group.

2.Lease Agreement, dated July 13, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cor Medical Group (“Tenant”).

3.First Lease Amendment, dated June 7, 2006, by and between Cedars LA LLC, (“Landlord”) and Cor Medical Group (“Tenant”).

4.Guaranty, dated June 7, 2006, from Jeffrey F. Caren, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.Guaranty, dated June 7, 2006, from Mark K. Urman M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated September 9, 1985, by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D., and David R. Fleisher, M.D. (“Tenant”).

Lease Agreement, dated July 1, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D., and Harry A. Cynamon, M.D. (“Tenant”).

First Amendment to Lease, dated December 30, 1992,  by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D., and Harry A. Cynamon, M.D. (“Tenant”).

Lease Agreement, dated December 6, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D., and Harry A. Cynamon, M.D. (“Tenant”).  Re: 960

Termination of Lease, dated February 28, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Edward J. Feldman, M.D., and Harry A. Cynamon, M.D. (“Tenant”).  Re: 960

Lease Agreement, dated November 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Edward J. Feldman, M.D., and Harry A. Cynamon, M.D. (“Tenant”).

Guaranty, dated November 23, 1999, from Edward J. Feldman, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.Lease Agreement, dated January 23, 2003, by and between Cedars LA LLC (‘Landlord”) and Harry A. Cynamon, M.D., and Edward J. Feldman, M.D. (“Tenant”).

3.Guaranty, dated January 24, 2003, from Edward J. Feldman, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

4.Assignment of and First Amendment to Lease, dated December 31, 2007, by and between (i) Cedars LA LLC (‘Landlord”), (ii) Edward J. Feldman, M.D. (iii) Gil

Y. Melmed, M.D. (“Tenant”), and Harry A. Cynamon, M.D. (“Assignor”).

5.Guaranty, dated December 31, 2007, from Gil Y. Melmed, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease, dated January 30, 1980, by and between Wright-Carlyle Partners, (“Landlord”) and Myles J. Cohen, M.D. (“Tenant”).

Lease, dated June 18, 1990, by and between Wright-Carlyle Partners, (“Landlord”) and Myles J. Cohen, M.D. (“Tenant”).

Lease, dated December 30, 1993, by and between Wright-Carlyle Partners, (“Landlord”) and Myles J. Cohen, M.D. (“Tenant”).

Lease Assignment, Assumption and Consent Agreement, dated September 18, 1995, by Wright-Carlyle Partners, (“Landlord”).

Consent to Assignment, dated September 18, 1995, by and between Myles J. Cohen, M.D. (“Assignor”) and Cedars Sinai Medical Care Foundation (“Assignee”).

Guaranty, dated August 18, 1999, from Robert N. Wolfe, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated August 18, 1999, from Andrew S. Wachtel, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

Guaranty, dated August 18, 1999, from Andrea T. Feinberg, M.D. (“Guarantor”) to Hub LA Limited Partnership (“Landlord”).

2.Lease Agreement, dated August 23, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Wolfe, Wachtel, Feinberg, Inc. (“Tenant”).

3.First Lease Amendment, dated March 30, 2005, by and between Cedars LA LLC (“Landlord”) and Wolfe, Wachtel, Feinberg Medical Group. (“Tenant”).

4.Guaranty, dated as of the Expansion Effective date, from Roy Artal, M.D. (“Guarantor”) to Cedars LA LLC (“Landlord”).

5.Assignment, Assumption and Second Amendment of Lease and Landlord Consent, dated September 17, 2008 by and between Cedars LA LLC (“Landlord”), Wolfe, Wachtel, Feinberg Medical Group (“Assignor”) and Robert N. Wolfe, M.D., Andrew S. Wachtel, M.D. and Roy Artal, M.D., Inc. (“Assignee”).

INDEX

Lease

1.Lease Agreement dated October 28, 2008 by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease, dated December 17, 2001, by and between Cedars LA LLC (“Landlord”) and Robert J. McKenna, Jr., M.D. (“Tenant”).

2.Guaranty, dated December 18, 2001, from Robert J. McKenna, Jr., M.D.  (“Guarantor”) to Cedars LA LLC (“Landlord”).

3.First Lease Amendment, dated June 14, 2005, by and between Cedars LA LLC (“Landlord”) and Robert J. McKenna, Jr., M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Limited Term Tenancy Agreement, dated July 1, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Save A Heart Foundation (“Tenant”). Re: Suite 1020E.

Limited Term Tenancy Agreement, dated February 16, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Save A Heart Foundation (“Tenant”). Re:  Suite 1020E.

Limited Term Tenancy Agreement, dated May 20, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Save A Heart Foundation (“Tenant”). Re:  Suite 985W

2.Limited Term Tenancy Agreement, dated March 4, 1997, by and between Wright-Carlyle Partners (“Landlord”) and Save A Heart Foundation (“Tenant”).  Re:  Ste. 985W

3.First Amendment to Lease, dated March 3, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Save A Heart Foundation (“Tenant”).

4.Second Amendment to Lease, dated November 20, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Save A Heart Foundation (“Tenant”).

5.Third Amendment to Lease, dated January, 2000, by and between Hub LA Limited Partnership (“Landlord”) and Save A Heart Foundation (“Tenant”).

6.Fourth Amendment to Lease, dated February 15, 2001, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Save A Heart Foundation (“Tenant”).

7.Fifth Amendment to Lease, dated February 19, 2002, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

8.Sixth Amendment to Lease, dated January 3, 2003, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

9.Seventh Amendment to Lease, dated December 11, 2003, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

10.       Eighth Amendment to Lease, dated April 12, 2005, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

11.       Ninth Amendment to Lease, dated March 8, 2006, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

12.       Tenth Amendment to Lease, dated February 21, 2007, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

13.       Eleventh Amendment to Lease, dated January 30, 2008, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

14.       Twelfth Amendment to Lease, dated February 19, 2009, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

15.       Thirteenth Amendment to Lease, dated February 19, 2010, by and between Cedars LA LLC (“Landlord”) and Save A Heart Foundation (“Tenant”).

INDEX

Lease

1.Lease, dated March 5, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

2.First Lease Amendment, dated February 6, 2004, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

3.Second Lease Amendment, dated January 30, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Care Foundation (“Tenant”).

INDEX

Subleases

1.Sublease, dated November 9, 1999, by and between Cedars-Sinai Medical Care Foundation (“Sublessor”) and Cedars-Sinai Medical Center (“Sublessee”).

2.Consent to Sublease Agreement, dated February 11, 2000, by and between Hub LA Limited Partnership (“Landlord”) Cedars-Sinai Medical Care Foundation (“Tenant”) and Cedars-Sinai Medical Center (“Subtenant”). COPY

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease, dated June 8, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated May 30, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated March 19, 2007, by and between Cedars La LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated October 23, 1985, by and between Wright-Carlyle Partners, (“Landlord”), and Michael H. Weiss, M.D. and Robert M. Davidson, M.D., (“Tenant”).

Lease Agreement, dated June 19, 1990, by and between Wright-Carlyle Partners, (“Landlord”), and Michael H. Weiss, M.D. and Robert M. Davidson, M.D., (“Tenant”).

Amendment to Lease, dated July 23, 1991, by and between Wright-Carlyle Partners, (“Landlord”), and Michael H. Weiss, M.D. and Robert M. Davidson, M.D., (“Tenant”).

Amendment to Lease II, dated January 8, 1992, by and between Wright-Carlyle Partners, (“Landlord”), and Michael H. Weiss, M.D. and Robert M. Davidson, M.D., (“Tenant”).

Amendment to Lease III, dated March 9, 1992, by and between Wright-Carlyle Partners, (“Landlord”), and Michael H. Weiss, M.D. and Robert M. Davidson, M.D., (“Tenant”).

Lease Assignment, Assumption and Consent Agreement, dated June 7, 1994, by and between Wright-Carlyle Partners, (“Landlord”), Michael H. Weiss, M.D. and Robert M. Davidson, M.D., (“Assignor”) and Michael H. Weiss, M.D., Robert M. Davidson, M.D., and J. Kevin Drury, M.D. (“Assignee”).

2.Lease, dated October 11, 2001, by and between Cedars LA LLC, (“Landlord”), and Michael H. Weiss, M.D., Robert M. Davidson, M.D., and J. Kevin Drury, M.D., (“Tenant”).

3.First Lease Amendment, dated February 23, 2004, by and between Cedars LA LLC, (“Landlord”), Michael H. Weiss, M.D., Robert M. Davidson, M.D., and J. Kevin Drury, M.D. and together with Davidson (“Tenant”).

4.Second Lease Amendment, dated August 13, 2007, by and between Cedars LA LLC, (“Landlord”), Robert M. Davidson, M.D., J. Kevin Drury, M.D., and Kirk Chang, M.D. (“Tenant”).

INDEX

Lease

1.Lease, dated March 19, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated October 23, 1985, by and between Wright-Carlyle Partners, (“Landlord”), and Wm. V. Ofman, Ph.D., Esther Benton, Ph.D., La Wanda Katzman, Ph.D., & Paul R. Yates, Ph.D. (“Tenant”).

Lease Agreement, dated June 11, 1990, by and between Wright-Carlyle Partners, (“Landlord”) and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D. (“Tenant”).

Amendment to Lease, undated, by and between Wright-Carlyle Partners, (“Landlord”) and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D. (“Tenant”).

Amendment to Lease, dated April 23, 1991, by and between Wright-Carlyle Partners, (“Landlord”) and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D. (“Tenant”).

Amendment to Lease, dated February 10, 1992, by and between Wright-Carlyle Partners, (“Landlord”) and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D. (“Tenant”).

Lease Agreement, dated February 1, 1996, by and between Wright-Carlyle Partners, (“Landlord”) and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D. (“Tenant”).

2.Lease, dated January 23, 2002, by and between Cedars LA LLC, (“Landlord”), and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D. (“Tenant”).

3.First Lease Amendment, dated May 23, 2007, by and between Cedars LA LLC, (“Landlord”), and William V. Ofman, Ph.D. and Paul R. Yates, Ph.D., (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Limited Term Tenancy Agreement, dated March 1, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease Agreement, dated July 18, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

Lease, dated May 3, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

2.Lease, dated August 19, 2002, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

3.First Lease Amendment, dated February 12, 2009, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated November 27, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Jeffrey Schaeffer, Ph.D. (“Tenant”).

Termination of Lease, dated August 23, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Jeffrey Schaeffer, Ph.D. (“Tenant”).

Lease Agreement, dated August 23, 1994, by and between Wright-Carlyle Partners, (“Landlord”), and Daniel M. Rovner, M.D. and Jeffrey Schaeffer, Ph.D. (“Tenant”).

2.Lease, dated February 25, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Daniel M. Rovner, M.D. and Jeffrey Schaeffer, Ph.D. (“Tenant”).

3.First Lease Amendment, dated July 28, 2004, by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”), and Daniel M. Rovner, M.D. and Jeffrey Schaeffer, Ph.D., (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated November 12, 1992, by and between Wright-Carlyle Partners (“Landlord”) and Joel A. Aronowitz, M.D. (“Tenant”).

Amendment, Assignment and Assumption of Lease and Landlord Consent, dated February 12, 1998, by and between Hub LA Limited Partnership, successor in interest to Wright-Carlyle Partners (“Landlord”) and Joel A. Aronowitz, M.D. (“Assignor”) and Casey Stengel (“Assignee”).

Second Amendment to Lease, dated November 20, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Casey Stengel (“Tenant”).

2.Lease Agreement, dated February 16, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Joel A. Aronowitz., M.D. (“Tenant”).

3.First Lease Amendment, dated August 4, 2008 by and between Cedars LA LLC, successor in interest to Hub LA Limited Partnership (“Landlord”) and Joel A. Aronowitz, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease, dated February 28, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

First Amendment to Lease, dated April 22, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).  Re:  Lease dated February 28, 1999.

First Amendment to Lease, dated October, 1999, by and between Hub LA Limited Partnership (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).  Re:  Lease dated February 28, 1999.

2.Lease, dated October 29, 2001, by and between Cedars LA LLC (“Landlord”)  and Cedars-Sinai Medical Center (“Tenant”).

3.First Amendment, dated July 27, 2006, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

INDEX

Lease

1.Lease, dated November 1, 2002, by and between Cedars LA LLC (“Landlord”) and Hrayr Shahinian, M.D. (“Tenant”).

2.Declaration by Landlord and Tenant as to Commencement Date, executed June 4, 2003, by Jennifer Clark, Senior Vice President, Cedars LA LLC (“Landlord”) and Hrayr Shahinian, M.D. (“Tenant”).  Re:  Commencement Date occurred June 1, 2003, and the Original Term will expire on August 31, 2008.

3.First Amendment to Lease Agreement, dated January 24, 2008, by and between Cedars LA LLC (“Landlord”) and Hrayr Shahinian, M.D. (“Tenant”).

4.Second Lease Amendment, dated May 18, 2009, by and between Cedars LA LLC (“Landlord”) and Hrayr Shahinian, M.D. (“Tenant”).

5.Notice of Renewal, dated March 31, 2010, from Hrayr K. Shahinian, MD, FACS, Director Skullbase Institute to Matt DeMello, Regional Vice President, Cedars Sinai Medical Office Towers.  Re:  Notice of renewal for one (1) year. -COPY

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Limited Term Tenancy Agreement, dated May 30, 1995, by and between Wright-Carlyle Partners (“Landlord”) and Tower Infectious Diseases Medical Associates, Inc. (“Tenant”).  Re:  Temporary space - Ste. 1024E

Month to Month Tenancy Agreement, dated May 21, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Tower Infectious Diseases Medical Associates, Inc. (“Tenant”).   Re:  Temporary Space - Ste. 1001E

Note:  Although these documents are dated after the current lease, they have terminated.

2.Lease Agreement, dated June 14, 1994, by and between Wright-Carlyle Partners (“Landlord”) and Uman, Zakowski, Ruane, Medical Associates, Inc. (“Tenant”).

3.First Amendment to Lease, dated November 6, 2000, by and between Hub LA Limited Partnership, successor in interest to Wright-Carlyle Partners (“Landlord”) and Tower Infectious Diseases Medical Associates, Inc., successor in interest Uman, Zakowski, Ruane, Medical Associates, Inc. (“Tenant”).

4.Second Lease Amendment, dated August 24, 2005, by and between Cedars LA LLC, successor in interest to Wright-Carlyle Partners (“Landlord”) and Tower Infectious Diseases Medical Associates, Inc. (“Tenant”).

5.Third Lease Amendment, dated August 4, 2006, by and between Cedars LA LLC (“Landlord”) and Tower Infectious Diseases Medical Associates, Inc (“Tenant”).

6.Fourth Lease Amendment dated September 17, 2008, by and between Cedars LA LLC (“Landlord”) and Tower Infectious Diseases Medical Associates Inc. (“Tenant”).  Re: Relocation from Ste. 1015E at Cedars I to Ste. 1180W at Cedars II.

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Amendment to and Renewal of Lease, dated January 31, 1986, by and between Wright-Carlyle Partners (“Landlord”) and Irving Posalski, M.D., (“Tenant”).

Lease Agreement, dated November 4, 1991, by and between Wright-Carlyle Partners (“Landlord”) and Irving Posalski, M.D., (“Tenant”).

Lease Agreement, dated March 30, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Irving Posalski, M.D. and Robert Fishbach, M.D., (“Tenant”).

Lease, dated May 4, 1998, by and between Hub LA Limited Partnership (“Landlord”) and Irving Posalski, M.D. and Ronald Fishbach, M.D. (“Tenant”).

2.Lease, dated June 8, 2001, by and between Cedars LA LLC (“Landlord”) and Irving Posalski, M.D. (“Tenant”).

3.First Lease Amendment, dated April 26, 2006, by and between Cedars LA LLC (“Landlord”) and Irving Posalski, M.D. (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Lease Agreement, dated June 6, 1996, by and between Wright-Carlyle Partners (“Landlord”) and Heart Center of Los Angeles (“Tenant”).

2.Lease, dated February 21, 2002, by and between Cedars LA LLC (“Landlord”) and Heart Center of Los Angeles (“Tenant”).

3.Assignment and Assumption of Lease and Landlord Consent, dated May 4, 2003, by and between Cedars LA LLC (“Landlord”) and Heart Center of Los Angeles (“Assignor”) and Cardiovascular Medical Group of Southern California (Assignee”).

4.First Amendment to Lease, dated August 1, 2003, by and between Cedars LA LLC (“Landlord”) and Cardiovascular Medical Group of Southern California (“Tenant”).

5.Second Lease Amendment, dated January 31, 2005, by and between Cedars LA LLC (“Landlord”) and Cardiovascular Medical Group of Southern California (“Tenant”).

6.Third Lease Amendment, dated December 17, 2009, by and between Cedars LA LLC (“Landlord”) and Cardiovascular Medical Group of Southern California (“Tenant”).

INDEX

Lease

1.Historical Lease Data Kept for Reference Purposes

Fedex Placement Agreement, dated May 9, 2007, by and between Cedars LA LLC (“Owner”) and Federal Express Corporation (“Fedex”). -COPY

Fedex Placement Agreement, dated March 7, 2008, by and between Cedars LA LLC (“Owner”) and Federal Express Corporation (“Fedex”). -COPY

2.Fedex Placement Agreement, dated February 5, 2009, by and between Cedars LA LLC (“Owner”) and Federal Express Corporation (“Fedex”). -COPY

INDEX

Lease

2.Lease of Parking Spaces, dated June 12, 2007, by and between Cedars LA LLC (“Landlord”) and Cedars-Sinai Medical Center (“Tenant”).

SCHEDULE C

Form of Deed

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Attention:  Jennifer B. Clark, Esq.

GRANT DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Grantor”), hereby GRANTS to HUB LA LIMITED PARTNERSHIP, a Delaware limited partnership (“Grantee”) that certain real property located in the County of Los Angeles, State of California and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”), together with Grantor’s reversionary interest in all improvements located thereon and all rights, privileges, easements and appurtenances of Grantor appertaining to the Property and all right, title and interest of Grantor in, to and under adjoining streets, rights of way and easements.

IN WITNESS WHEREOF, Grantor has caused its duly authorized representatives to execute this instrument as of the date hereinafter written.

DATED:  May        , 1997

GRANTOR:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation
By:
	Name:
	Title:

STATE OF                         )

COUNTY OF                                     )

On May 9, 1997, before me                             , Notary Public in and for said State, personally appeared                                        , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public, State of

EXHIBIT A

(see attached document)

SCHEDULE D

State Specific Provisions

Natural Hazard Disclosures.  As used herein, the term “Natural Hazard Area” shall mean those areas identified as natural hazard areas or natural hazards in the Natural Hazard Disclosure Act, California Government Code Sections 8589.3, 8589.4 and 51183.5, and California Public Resources Code Sections 2621.9, 2694 and 4136, and any successor statutes or laws (the “Act”).  The Purchaser  hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all maps and other information made available to the public by government agencies, the Seller has fully and completely fulfilled its disclosure obligations with respect to the Act and the Seller is fully and completely discharged from any further disclosure obligations under the Act.  The Purchaser acknowledges and agrees that nothing contained herein releases the Purchaser from its obligation to fully investigate and satisfy itself with the condition of the Property prior to the date hereof, including, without limitation, whether the Property is located in any Natural Hazard Area.  The Purchaser further acknowledges and agrees that matters may change on or prior to the Closing and that the Seller has no obligation to update, modify or supplement any information.  The Purchaser is solely responsible for all disclosures to subsequent prospective purchasers of the Property.

EX-10.19

Exhibit 10.19

2444 West Las Palmaritas Drive
Phoenix, AZ

PURCHASE AND SALE AGREEMENT

by and between

HUB PROPERTIES TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	1
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	22
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	24
12.17	Non-liability of Trustees of Seller	24
12.18	Non-liability of Trustees of Purchaser	24
12.19	Waiver and Further Assurances	24
12.20	State Specific Provisions	25

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Eleven Million Four Hundred Seventy-Two Thousand Three Hundred Eighty Dollars ($11,472,380).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2       Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3       Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.        REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1       Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2       Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4       Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5       Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6       Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7       Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.        REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1       Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2       Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3       No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4       Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.        COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1       Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2       Operation of Property.  To continue to operate the Property consistent with past practices.

8.3       Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4       Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5       Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6       Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7       Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.        APPORTIONMENTS.

9.1       Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)annual rents, operating costs, taxes and other fixed charges payable under the Leases;

(ii)percentage rents and other unfixed charges payable under the Leases;

(iii)fuel, electric, water and other utility costs;

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(iv)municipal assessments and governmental license and permit fees;

(v)Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;

(vi)Water rates and charges;

(vii)Sewer and vault taxes and rents; and

(viii)all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)      If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)      If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)     If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)      No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)      At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)      Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)      Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)       If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)       If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2       Closing Costs.

(a)      The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)      The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)      Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.      DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1       Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2       Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3       Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.      DEFAULT.

11.1       Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2       Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.       MISCELLANEOUS.

12.1       Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2       Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3       Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4       Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)      All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)      All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts  02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

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if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts  02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)      By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5       Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6       Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided,

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however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create any rights in or to be enforceable in any part by any other persons.

12.7       Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8       Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9       Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

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12.10     Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

12.11     Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12     Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13     Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14     Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third

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arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15     Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the

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non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16     Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17     Non-liability of Trustees of Seller.  The Declaration of Trust establishing the Seller, dated September 12, 1996, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of the Seller shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, the Seller.  All persons dealing with the Seller in any way shall look only to the assets of the Seller for the payment of any sum or the performance of any obligation.]

12.18     Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.19     Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed,

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executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

12.20     State Specific Provisions.  The provisions set forth in Schedule D hereto are hereby incorporated herein by reference as if fully set forth herein.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HUB PROPERTIES TRUST, a Maryland real
estate investment trust
By:	/s/ John C. Popeo
	John C. Popeo, Treasurer and Chief
	Financial Officer
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a
Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

2444 West Las Palmaritas Drive
Phoenix, AZ

PARCEL NO. 1:

That part of the Southwest quarter of Section 36, Township 3 North, Range 2 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, being more particularly described as follows:

COMMENCING at the Northwest corner of the Northeast quarter of the Southwest quarter, also being the intersection of the centerline of 25th Avenue with the North line of the South half of said Section 36; THENCE South 89° 50’ 36” West (record) South 89° 51’ 18” West (measured) along the North line of the said Southwest quarter, also being the monument line of Butler Drive, a distance of 441.65 feet (Record) 441.78 feet (measured) to the Northeasterly right of way line of Interstate 17, as described in Adot Project I-17-1 (3) 3, File No. C-7-T-605;

THENCE South 27° 38’ 50” East (Record), South 27° 42’ 44” East (Measured), along said Northeasterly right of way line, a distance of 450.91 feet (record), 450.82 feet (measured) to a point of curvature;

THENCE Southeasterly along a curve concave to the Southwest, having a radius of 4333.38 feet; a central angle of 0° 08’ 36”, and an arc length of 10.85 feet to the point of beginning;

THENCE North 89° 50’ 30” East (record) North 89° 50’ 59” East (measured) along the South line of “La Mancha” (Parcel 1) according to Book 193 of Maps, Page 19, records of Maricopa county, also being a portion of the South line of “Freeway Park No. 2” according to Book 81 of Maps, Page 1, records of Maricopa County, a distance of 1041.64 feet (record), 1041.31 feet (measured) to the West line of said “La Mancha” (Parcel 2);

THENCE South 00° 09’ 30” East (record) South 00° II’ 10” East (measured), along said West line, a distance of 656.88 feet (record), 656.69 feet (measured) to the North line of 60.00 foot wide right of way along Las Palmaritas Drive;

THENCE South 89° 32’ 36” West (record and measured) along said North right of way line, a distance of 537.38 feet;

THENCE North 00° 31’ 18” West, a distance of 504.12 feet;

THENCE South 89° 36’ 10” West, a distance of 167.02 feet;

THENCE North 00° 31’ 18” West, a distance of 41.00 feet;

THENCE South 89° 50’ 59” West, a distance of 276.20 feet to the said Northeasterly right of way line of said I-17, and a point of non-tangency;

THENCE Northwesterly along said right of way, also being a curve concave to the Southwest, having a radius of 4333.38 feet, a central angle of 01° 42’ 10” and an arc length of 128.79 feet to the POINT OF BEGINNING.

PARCEL NO. 2:

An easement for common access for ingress and egress to and from parking spaces created in instrument recorded in Document No. 87-557527 over the area set forth in paragraph 4(D) of said instrument.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

2444 West Palmaritas

BC & BS of AZ

1.Lease Agreement, dated June 25, 1999, by and between Metropolitan Operating Partnership, L.P. (“Landlord”) and Blue Cross and Blue Shield of Arizona (“Tenant”).

2.First Addendum to Lease, dated June 25, 1999, by and between Metropolitan Operating Partnership, L.P. (“Landlord”) and Blue Cross and Blue Shield of Arizona, Inc. (“Tenant”). Note: Made part of Lease dated June 25, 1999.

3.Second Amendment to Lease, dated November 21, 2006, by and between Hub Properties Trust, successor in interest to Metropolitan Operating Partnership, L.P. (“Landlord”) and Blue Cross and Blue Shield of Arizona, Inc. (“Tenant”).

4.Third Amendment to Lease, dated May 21, 2010, by and between Hub Properties Trust (“Landlord”) and Blue Cross and Blue Shield of Arizona, Inc. (“Tenant”).

5.Confirmation of Contingency Letter, dated May 27, 2010, from Bill, Vice President of Finance, Blue Cross and Blue Shield of Arizona. Re: Confirmation of contingency inscribed below the signature block of the Third Lease Agreement, dated May 21, 2010, being satisfied.

SCHEDULE C

Form of Deed

When recorded, return to:

Jane Kerpon, Esq.
Sullivan & Worcester, LLP
One Post Office Square
Boston, Massachusetts 02109

Space above this line for Recorder’s use)

SPECIAL WARRANTY DEED

For the consideration of Ten Dollars and other valuable consideration, the receipt and sufficiency of which are acknowledged, Metropolitan Operating Partnership, L.P., a Delaware limited partnership (“Grantor”), conveys to HUB Properties Trust, a Maryland real estate investment trust, the following described real property situated in Maricopa County, Arizona, together with all buildings, structures, improvements and fixtures thereon and all rights and privileges appurtenant thereto:

See the legal description set forth in Exhibit “A” attached and incorporated by this reference (the “Property”).

SUBJECT TO only those matters set forth in Exhibit “B” attached and incorporated by this Grantor binds itself and its successors to warrant and defend the title to the Property against all acts of Grantor and no other, subject to only the matters set forth above.

Dated this ___ day of July, 1999.
Grantor:	METROPOLITANOPERATING PARTNERS, L.P.
	By:	Metropolitan Partners, LLC, its
general partner
		By:
			Name:
			Title:

STATE OF ARIZONA	)
	)   ss.
County of Maricopa	)

The foregoing instrument was acknowledged before me this ___ day of July, 1999, by _____ _______, as Executive President of Metropolitan Operating Partnership, L.P., on behalf of the partnership.

Notary Public

My commission expires:

EXHIBIT A

(See attached document)

EXHIBIT B

(see attached document)

SCHEDULE D

State Specific Provisions

No Thirteen Days Notice.     Notwithstanding anything to the contrary contained herein, the Seller and the Purchaser hereby specifically reject any clause, code or statute purportedly granting a time (whether 13 days or otherwise) during which a defaulting party might cure its default, and the Seller and the Purchaser hereby affirmatively state and agree that, upon the default of any party to this Agreement, the parties shall abide by the waiver set forth in this section, and the non-defaulting party may immediately invoke any of its remedies in accordance with the terms of this Agreement.

EX-10.20

Exhibit 10.20

1295 Boylston St.

Boston, MA

PURCHASE AND SALE AGREEMENT

by and between

HRPT MEDICAL BUILDINGS REALTY TRUST,

as Seller,

and

SENIOR HOUSING PROPERTIES TRUST,

as Purchaser

November 12, 2010

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
1.1	Agreement	1
1.2	Business Day	1
1.3	Closing	1
1.4	Closing Date	1
1.5	Existing Survey	2
1.6	Existing Title Policy	2
1.7	Improvements	2
1.8	Land	2
1.9	Leases	2
1.10	Other Property	2
1.11	Permitted Exceptions	2
1.12	Property	2
1.13	Purchase Price	2
1.14	Purchaser	3
1.15	Rent Roll	3
1.16	Seller	3
1.17	Title Company	3
1.18	Update	3
SECTION 2.	PURCHASE AND SALE; CLOSING	3
2.1	Purchase and Sale	3
2.2	Closing	3
2.3	Purchase Price	3
SECTION 3.	TITLE, DILIGENCE MATERIALS, ETC.	4
3.1	Title	4
3.2	No Other Diligence	4
SECTION 4.	CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE	5
4.1	Closing Documents	5
4.2	Title Policy	6
4.3	Environmental Reliance Letters	6
4.4	Condition of Property	6
4.5	Other Conditions	6
SECTION 5.	CONDITIONS TO SELLER’S OBLIGATION TO CLOSE	6
5.1	Purchase Price	6
5.2	Closing Documents	7
5.3	Other Conditions	7
SECTION 6.	REPRESENTATIONS AND WARRANTIES OF SELLER	7
6.1	Status and Authority of the Seller	7
6.2	Action of the Seller	7
6.3	No Violations of Agreements	7
6.4	Litigation	7
6.5	Existing Leases, Etc.	8
6.6	Agreements, Etc.	9
6.7	Not a Foreign Person	9
SECTION 7.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	10

7.1	Status and Authority of the Purchaser	10
7.2	Action of the Purchaser	10
7.3	No Violations of Agreements	11
7.4	Litigation	11
SECTION 8.	COVENANTS OF THE SELLER	11
8.1	Approval of Agreements	11
8.2	Operation of Property	12
8.3	Compliance with Laws, Etc.	12
8.4	Compliance with Agreements	12
8.5	Notice of Material Changes or Untrue Representations	12
8.6	Insurance	12
8.7	Approval of 2011 Capital Expenditure Budget	12
SECTION 9.	APPORTIONMENTS	12
9.1	Real Property Apportionments	12
9.2	Closing Costs	15
SECTION 10.	DAMAGE TO OR CONDEMNATION OF PROPERTY	16
10.1	Casualty	16
10.2	Condemnation	16
10.3	Survival	17
SECTION 11.	DEFAULT	17
11.1	Default by the Seller	17
11.2	Default by the Purchaser	17
SECTION 12.	MISCELLANEOUS	18
12.1	Allocation of Liability	18
12.2	Brokers	18
12.3	Publicity	18
12.4	Notices	18
12.5	Waivers, Etc.	20
12.6	Assignment; Successors and Assigns	20
12.7	Severability	21
12.8	Counterparts Complete Agreement, Etc.	21
12.9	Performance on Business Days	21
12.10	Attorneys’ Fees	21
12.11	Section and Other Headings	22
12.12	Time of Essence	22
12.13	Governing Law	22
12.14	Arbitration	22
12.15	Like Kind Exchange	23
12.16	Recording	23
12.17	Non-liability of Trustees of Purchaser	23
12.18	Waiver and Further Assurances	24

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is made as of November 12, 2010, by and between HRPT MEDICAL BUILDINGS REALTY TRUST, a Massachusetts nominee trust, created under Declaration of Trust dated September 26, 1995 (the “Seller”), and SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”).

WITNESSETH:

WHEREAS, the Seller is the owner of the Property (this and other capitalized terms used and not otherwise defined herein shall have the meanings given such terms in Section 1); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, the Property, subject to and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Seller and the Purchaser hereby agree as follows:

SECTION 1.         DEFINITIONS.

Capitalized terms used in this Agreement shall have the meanings set forth below or in the section of this Agreement referred to below:

1.1       “Agreement”  shall mean this Purchase and Sale Agreement, together with any exhibits and schedules attached hereto, as it and they may be amended from time to time as herein provided.

1.2       “Business Day”  shall mean any day other than a Saturday, Sunday or any other day on which banking institutions in The Commonwealth of Massachusetts are authorized by law or executive action to close.

1.3       “Closing”  shall have the meaning given such term in Section 2.2.

1.4       “Closing Date”  shall have the meaning given such term in Section 2.2.

1.5       “Existing Survey”  shall mean the existing ALTA survey of the Property.

1.6       “Existing Title Policy”  shall mean, the existing title insurance policy for the Property.

1.7       “Improvements”  shall mean, the Seller’s entire right, title and interest in and to the existing office buildings, fixtures and other structures and improvements situated on, or affixed to, the Land.

1.8       “Land”  shall mean, the Seller’s entire right, title and interest in and to (a) the parcel(s) of land described in Schedule A hereto, together with (b) all easements, rights of way, privileges, licenses and appurtenances which the Seller may own with respect thereto.

1.9       “Leases”  shall mean the leases identified in the Rent Roll and any other leases hereafter entered into in accordance with the terms of this Agreement.

1.10     “Other Property”  shall mean the Seller’s entire right, title and interest in and to (a) all fixtures, machinery, systems, equipment and items of personal property owned by the Seller and attached or appurtenant to, located on and used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any, and (b) all intangible property owned by the Seller arising from or used in connection with the ownership, use, operation or maintenance of the Land or Improvements, if any.

1.11     “Permitted Exceptions”  shall mean, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable or due and payable but not yet delinquent; (b) the Leases; (c) the exceptions to title set forth in the Existing Title Policy; (d) all matters shown on the Existing Survey, and (e) such other nonmonetary encumbrances with respect to the Property as may be shown on the Update which are not objected to by the Purchaser (or which are objected to, and subsequently waived, by the Purchaser) in accordance with Section 3.1.

1.12     “Property”  shall mean, collectively, all of the Land, the Improvements and the Other Property.

1.13     “Purchase Price”  shall mean Twenty Eight Million Four Hundred Forty-Five Thousand Eight Hundred Sixty Dollars ($28,445,860).

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1.14     “Purchaser”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.15     “Rent Roll”  shall mean Schedule B to this Agreement.

1.16     “Seller”  shall have the meaning given such term in the preambles to this Agreement, together with any permitted successors and assigns.

1.17     “Title Company”  shall mean Stewart Title Guaranty Company.

1.18     “Update”  shall have the meaning given such term in Section 3.1.

SECTION 2.         PURCHASE AND SALE; CLOSING.

2.1       Purchase and Sale.  In consideration of the payment of the Purchase Price by the Purchaser to the Seller and for other good and valuable consideration, the Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Property for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.

2.2       Closing.  The purchase and sale of the Property shall be consummated at a closing (the “Closing”) to be held at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts, or at such other location as the Seller and the Purchaser may agree, at 10:00 a.m., local time, on June 30, 2011, as the same may be accelerated or extended by agreement of the parties (the “Closing Date”).

2.3       Purchase Price.

(a)      At Closing, the Purchaser shall pay the Purchase Price to the Seller, subject to adjustment as provided in Article 9.

(b)      The Purchase Price, as adjusted as provided herein, shall be payable by wire transfer of immediately available funds on the Closing Date to an account or accounts to be designated by the Seller.

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SECTION 3.         TITLE, DILIGENCE MATERIALS, ETC.

3.1       Title.  Prior to the execution of this Agreement, the Seller has delivered the Existing Title Policy and the Existing Survey to the Purchaser.

Within ten (10) days after the execution hereof, the Purchaser shall order an update to the Existing Title Policy (an “Update”) from the Title Company.  The Purchaser shall deliver to the Seller a copy of the Update promptly upon receipt thereof.  Promptly after receipt of the Update, but, in any event, prior to the Closing Date, the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Update as to which the Purchaser objects.  The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects.  If, for any reason, in its sole discretion, the Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Update, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give prompt notice of objection shall be deemed an election by the Seller not to remedy such matters.  If the Seller shall be unable or unwilling to remove any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions).  The Purchaser shall make any such election by written notice to the  Seller given on or prior to the fifth (5th) Business Day after the Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such notice.  Failure of the Purchaser to give such notice shall be deemed an election by the Purchaser to proceed in accordance with clause (ii) above.

3.2       No Other Diligence.  The Purchaser acknowledges that, except as provided in Section 3.1, (i) the Purchaser has had the opportunity to fully investigate and inspect the physical and environmental condition of the Property, and to review and analyze all title examinations, surveys, environmental assessment reports, building evaluations, financial data and other investigations and materials pertaining to the Property which the Purchaser deems necessary to determine the feasibility of the Property and its decision to acquire the Property, (ii) 

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the Purchaser shall not be conducting any further title examinations, surveys, environmental assessments, building evaluations, financial analyses or other investigations with respect to the Property, and (iii) the Purchaser shall not have any right to terminate this Agreement as a result of any title examinations, surveys, environmental assessments, building valuations, financial analyses or other investigations with respect to the Property.

SECTION 4.   CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE.

The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

4.1       Closing Documents.  The Seller shall have delivered, or cause to have been delivered, to the Purchaser the following:

(a)      (i) A good and sufficient deed in the form attached as Schedule C hereto, with respect to the Property, in proper statutory form for recording, duly executed and acknowledged by the Seller, conveying title to the Property, free from all liens and encumbrances other than the Permitted Exceptions;

(b)      An assignment by the Seller and an assumption by the Purchaser, in form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed and acknowledged by the Seller and the Purchaser, of all of the Seller’s right, title and interest in, to and under the Leases and all of the Seller’s right, title and interest, if any, in, to and under all transferable licenses, contracts, permits and agreements affecting the Property;

(c)      A bill of sale by the Seller, without warranty of any kind, in form and substance reasonably satisfactory to the Seller and the Purchaser, with respect to any personal property owned by the Seller, situated at the Property and used exclusively by the Seller in connection with the Property (it being understood and agreed that no portion of the Purchase Price is allocated to personal property);

(d)      To the extent the same are in the Seller’s possession, original, fully executed copies of all material documents and agreements, plans and specifications and contracts, licenses and permits pertaining to the Property;

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(e)      To the extent the same are in the Seller’s possession, duly executed original copies of the Leases;

(f)       A closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing; and

(g)      Such other conveyance documents, certificates, deeds and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

4.2       Title Policy.  The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

4.3       Environmental Reliance Letters.  The Purchaser shall have received a reliance letter, authorizing the Purchaser and its designees and assignees to rely on the most recent environmental assessment report prepared for the Property, in form and substance reasonably acceptable to the Purchaser.

4.4       Condition of Property.  The Property shall be in substantially the same physical condition as on the date of this Agreement, ordinary wear and tear and, subject to Section 10.1, casualty excepted.

4.5       Other Conditions.  All representations and warranties of the Seller herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Seller shall have performed in all material respects all covenants and obligations required to be performed by the Seller on or before the Closing Date.

SECTION 5.         CONDITIONS TO SELLER’S OBLIGATION TO CLOSE.

The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

5.1       Purchase Price.  The Purchaser shall have delivered to the Seller the Purchase Price payable hereunder, subject to the adjustments set forth in Section 2.3, together with any closing costs to be paid by the Purchaser under Section 9.2.

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5.2Closing Documents.  The Purchaser shall have delivered to the Seller duly executed and acknowledged counterparts of the documents described in Section 4.1, where applicable.

5.3Other Conditions.  All representations and warranties of the Purchaser herein shall be true, correct and complete in all material respects on and as of the Closing Date and the Purchaser shall have performed in all material respects all covenants and obligations required to be performed by the Purchaser on or before the Closing Date.

SECTION 6.REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce the Purchaser to enter into this Agreement, the Seller represents and warrants to the Purchaser as follows:

6.1Status and Authority of the Seller.  The Seller is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

6.2Action of the Seller.  The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

6.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Seller, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon the Property pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Seller is bound.

6.4Litigation.  To the Seller’s actual knowledge, it has not received written notice that any investigation, action or proceeding is pending or threatened, which (i) questions the

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validity of this Agreement or any action taken or to be taken pursuant hereto, or (ii) involves condemnation or eminent domain proceedings against the Property or any portion thereof.

6.5Existing Leases, Etc.  Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into a contract or agreement with respect to the occupancy of the Property that will be binding on the Purchaser after the Closing.  To the Seller’s actual knowledge: (a) the copies of the Leases heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof; and (b) such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder.  Except as otherwise set forth in the Rent Roll or the Leases: (i) to the Seller’ actual knowledge, each of its Leases is in full force and effect on the terms set forth therein; (ii) to the Seller’s actual knowledge, there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a default thereunder which would have a material adverse effect on the business or operations of the Property; (iii) to the Seller’s actual knowledge, each of its tenants is legally required to pay all sums and perform all material obligations set forth therein without any ongoing concessions, abatements, offsets, defenses or other basis for relief or adjustment; (iv) to the Seller’s actual knowledge, none of its tenants has asserted in writing or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease which would have a material adverse effect on the on-going business or operations of the Property; (v) the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the

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Property; (viii) to the Seller’s actual knowledge, none of its tenants has requested in writing a modification of its Lease, or a release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been released of its obligations thereunder in any material respect prior to the normal expiration of the term thereof, in any case that would have a material adverse effect on the on-going business or operations of the Property; (ix) to the Seller’s actual knowledge, except as set forth in the Leases, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) all brokerage commissions currently due and payable with respect to each of its Leases have been paid.  To the Seller’s actual knowledge, the other information set forth in the Rent Roll is true, correct and complete in all material respects.

6.6Agreements, Etc.  Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

6.7Not a Foreign Person.  The Seller is not a “foreign person” within the meaning of Section 1445 of the United States Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The representations and warranties made in this Agreement by the Seller shall be continuing and shall be deemed remade by the Seller as of the Closing Date, with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Seller shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Purchaser gives the Seller written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

Except as otherwise expressly provided in this Agreement or in any documents to be delivered to the Purchaser at the Closing, the Seller has not made, and the Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Property, whether made by the Seller, on the Seller’s behalf or otherwise, including, without

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limitation, the physical condition of the Property, the financial condition of the tenants under the Leases, title to or the boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, and any other information pertaining to the Property or the market and physical environments in which they are located.  The Purchaser acknowledges that (i) the Purchaser has entered into this Agreement with the intention of relying upon its own investigation or that of third parties with respect to the physical, environmental, economic and legal condition of the Property and (ii) the Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be delivered to the Purchaser at the Closing, made (or purported to be made) by the Seller or anyone acting or claiming to act on the Seller’s behalf.  The Purchaser has inspected the Property and is fully familiar with the physical condition thereof and shall purchase the Property in its “as is”, “where is” and “with all faults” condition on the Closing Date.  Notwithstanding anything to the contrary contained herein, in the event that any party hereto has actual knowledge of the default of any other party (a “Known Default”), but nonetheless elects to consummate the transactions contemplated hereby and proceeds to Closing, then the rights and remedies of such non-defaulting party shall be waived with respect to such Known Default upon the Closing and the defaulting party shall have no liability with respect thereto.

SECTION 7.REPRESENTATIONS AND WARRANTIES OF PURCHASER.

To induce the Seller to enter into this Agreement, the Purchaser represents and warrants to the Seller as follows:

7.1Status and Authority of the Purchaser.  The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization or formation, and has all requisite power and authority under its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

7.2Action of the Purchaser.  The Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of any document to be delivered by the Purchaser on or

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prior to the Closing Date, this Agreement and such document shall constitute the valid and binding obligation and agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

7.3No Violations of Agreements.  Neither the execution, delivery or performance of this Agreement by the Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of the Purchaser pursuant to the terms of any indenture, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which the Purchaser is bound.

7.4Litigation.  The Purchaser has received no written notice that any investigation, action or proceeding is pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.

The representations and warranties made in this Agreement by the Purchaser shall be continuing and shall be deemed remade by the Purchaser as of the Closing Date with the same force and effect as if made on, and as of, such date.  All representations and warranties made in this Agreement by the Purchaser shall survive the Closing for a period of one (1) year, and upon expiration shall be of no further force or effect except to the extent that with respect to any particular alleged breach, the Seller gives the Purchaser written notice prior to the expiration of said one (1) year period of such alleged breach with reasonable detail as to the nature of such breach.

SECTION 8.COVENANTS OF THE SELLER.

The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:

8.1Approval of Agreements.  Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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8.2Operation of Property.  To continue to operate the Property consistent with past practices.

8.3Compliance with Laws, Etc.  To comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof, and (ii) all material terms, covenants and conditions of all agreements affecting the Property.

8.4Compliance with Agreements.  To comply with each and every material term, covenant and condition contained in the Leases and any other material document or agreement affecting the Property and to monitor compliance thereunder consistent with past practices.

8.5Notice of Material Changes or Untrue Representations.  Upon learning of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of the Seller to the Purchaser under this Agreement untrue or misleading, promptly to notify the Purchaser thereof.

8.6Insurance.  To maintain, or cause to be maintained, all existing property insurance relating to the Property.

8.7Approval of 2011 Capital Expenditure Budget.  The Seller shall prepare for the Purchaser’s review and approval prior to December 31, 2010, a 2011 capital expenditure budget for the Property (the “2011 CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”).

SECTION 9.APPORTIONMENTS.

9.1Real Property Apportionments.  (a)  The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:

(i)	annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii)	percentage rents and other unfixed charges payable under the Leases;
(iii)	fuel, electric, water and other utility costs;

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(iv)	municipal assessments and governmental license and permit fees;
(v)	Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi)	Water rates and charges;
(vii)	Sewer and vault taxes and rents; and
(viii)	all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located.

If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.

(b)If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings.  If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available.  Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations.  The parties agree to make such final recalculations within sixty (60) days after the Closing Date.

(c)If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case

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may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date).

(d)If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date.

(e)No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made.

(f)At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases.

(g)Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof.

(h)Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall

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be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing.  The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof.

(i)If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price.  If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller.

(j)If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages).  Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller.  In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts.

The provisions of this Section 9.1 shall survive the Closing.

9.2Closing Costs.

(a)The Purchaser shall pay (i) the costs of closing and diligence in connection with the transactions contemplated hereby (including, without limitation, all premiums, charges and fees of the Title Company in

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connection with the title examination and insurance policies to be obtained by the Purchaser, including affirmative endorsements), (ii) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (iii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(b)The Seller shall pay (i) fifty percent (50%) of all documentary, stamp, sales, intangible and other transfer taxes and fees incurred in connection with the transactions contemplated by this Agreement, and (ii) fifty percent (50%) of all state, city, county, municipal and other governmental recording and filing fees and charges.

(c)Except as otherwise set forth in this Section 9.2, each party shall pay the fees and expenses of its attorneys and other consultants.

SECTION 10.DAMAGE TO OR CONDEMNATION OF PROPERTY.

10.1Casualty.  If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact.  In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.

10.2Condemnation.  If, prior to the Closing, a material part of the Property (including access or parking thereto), is taken by eminent domain (or is the subject of a pending taking which has not yet been consummated), the Seller shall notify the

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Purchaser of such fact promptly after obtaining knowledge thereof and the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving of the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period).  If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder.  If less than a material part of the Property shall be affected or if the Purchaser shall not elect to terminate this Agreement as aforesaid, the sale of the Property shall be consummated as herein provided without any adjustment to the Purchase Price (except to the extent of any condemnation award received by the Seller prior to the Closing) and the Seller shall assign to the Purchaser at the Closing all of the Seller’s right, title and interest in and to all awards, if any, for the taking, and the Purchaser shall be entitled to receive and keep all awards for the taking of the Property or portion thereof.

10.3Survival.  The parties’ obligations, if any, under this Section 10 shall survive the Closing.

SECTION 11.DEFAULT.

11.1Default by the Seller.  If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.

11.2Default by the Purchaser.  If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

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SECTION 12.MISCELLANEOUS.

12.1Allocation of Liability.  It is expressly understood and agreed that the Seller shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities, and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Seller that occurred in connection with the ownership or operation of the Property during the period in which the Seller owned the Property prior to the Closing and the Purchaser shall be liable to third parties for any and all obligations, claims, losses, damages, liabilities and expenses to the extent arising out of events, contractual obligations, acts, or omissions of the Purchaser that occur in connection with the ownership or operation of the Property during the period in which the Purchaser owns the Property after the Closing.  The provisions of this Section 12.1 shall survive the Closing.

12.2Brokers.  Each of the parties hereto represents to the other parties that it dealt with no broker, finder or like agent in connection with this Agreement or the transactions contemplated hereby.  Each party shall indemnify and hold harmless the other party and its respective legal representatives, heirs, successors and assigns from and against any loss, liability or expense, including reasonable attorneys’ fees, charges and disbursements arising out of any claim or claims for commissions or other compensation for bringing about this Agreement or the transactions contemplated hereby made by any other broker, finder or like agent, if such claim or claims are based in whole or in part on dealings with the indemnifying party.  The provisions of this Section 12.2 shall survive the Closing.

12.3Publicity.  The parties agree that, except as otherwise required by law or the rules of the national securities exchange upon which the applicable party’s shares are listed for trading, and except for the exercise of any remedy hereunder, no party shall, with respect to this Agreement and the transactions contemplated hereby, contact or conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information regarding this Agreement or the transactions contemplated to any third party without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4Notices.  (a)  Any and all notices, demands, consents, approvals, offers, elections and other communications required

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or permitted under this Agreement shall be deemed adequately given if in writing and the same shall be delivered either in hand, by telecopier with confirmed receipt, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier).

(b)All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of acknowledged receipt, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal, except that whenever under this Agreement a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required delivery shall automatically be extended to the next Business Day.

(c)All such notices shall be addressed,

if to the Seller, to:

c/o CommonWealth REIT
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. John C. Popeo
Telecopier No. (617) 928-1305

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
Attn:  Meryl K. Chae, Esq.
Telecopier No. (213) 621-5035

if to the Purchaser, to:

Senior Housing Properties Trust
400 Centre Street
Newton, Massachusetts 02458
Attn:  Mr. David J. Hegarty
Telecopier No. (617) 796-8349

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with a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Attn:  Nancy S. Grodberg, Esq.
Telecopier No. (617) 338-2880

(d)By notice given as herein provided, the parties hereto and their respective successor and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America.

12.5Waivers, Etc.  Subject to the terms of the last paragraph of Section 6, any waiver of any term or condition of this Agreement, or of the breach of any covenant, representation or warranty contained herein, in any one instance, shall not operate as or be deemed to be or construed as a further or continuing waiver of any other breach of such term, condition, covenant, representation or warranty or any other term, condition, covenant, representation or warranty, nor shall any failure at any time or times to enforce or require performance of any provision hereof operate as a waiver of or affect in any manner such party’s right at a later time to enforce or require performance of such provision or any other provision hereof.  This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought.

12.6Assignment; Successors and Assigns.  Subject to Section 12.15, this Agreement and all rights and obligations hereunder shall not be assignable, directly or indirectly, by any party without the written consent of the other, except that the Purchaser may assign this Agreement to any entity wholly owned, directly or indirectly, by the Purchaser; provided, however, that, in the event this Agreement shall be assigned to any one or more entities wholly owned, directly or indirectly, by the Purchaser, the Purchaser named herein shall remain liable for the obligations of the “Purchaser” hereunder.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.  This Agreement is not intended and shall not be construed to create

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any rights in or to be enforceable in any part by any other persons.

12.7Severability.  If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such other provisions are not themselves actually in conflict with such constitution, statute or rule of public policy, but this Agreement shall be reformed and construed in any such jurisdiction or case as if such invalid, inoperative or unenforceable provision had never been contained herein and such provision reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such jurisdiction or in such case.

12.8Counterparts Complete Agreement, Etc.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof.

12.9Performance on Business Days.  In the event the date on which performance or payment of any obligation of a party required hereunder is other than a Business Day, the time for payment or performance shall automatically be extended to the first Business Day following such date.

12.10Attorneys’ Fees.  If any lawsuit or arbitration or other legal proceeding arises in connection with the interpretation or enforcement of this Agreement, the prevailing party therein shall be entitled to receive from the other party the prevailing party’s costs and expenses, including reasonable attorneys’ fees incurred in connection therewith, in preparation therefor and on appeal therefrom, which amounts shall be included in any judgment therein.

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12.11Section and Other Headings.  The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.12Time of Essence.  Time shall be of the essence with respect to the performance of each and every covenant and obligation, and the giving of all notices, under this Agreement.

12.13Governing Law.  This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.

12.14Arbitration.  Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder.  Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties.

In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute.  Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator.  If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question.  The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise.  The fees of respective counsel

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engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses.

The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator.  Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser.  A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

12.15Like Kind Exchange.  At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder.  In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder.  The non-requesting party will also agree to issue all closing documents, including the deed or other operative conveyance instrument, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing.  Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

12.16Recording.  This Agreement may not be recorded without the prior written consent of both parties.

12.17Non-liability of Trustees of Purchaser.  The Amended and Restated Declaration of Trust establishing Senior Housing Properties Trust, dated September 20, 1999, as amended and supplemented, as filed with the State Department Of Assessments and Taxation of Maryland, provides that no trustee, officer,

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shareholder, employee or agent of Senior Housing Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Senior Housing Properties Trust.  All persons dealing with Senior Housing Properties Trust in any way shall look only to the assets of Senior Housing Properties Trust for the payment of any sum or the performance of any obligation.

12.18Waiver and Further Assurances.  The Purchaser hereby acknowledges that it is a sophisticated purchaser of real properties and that it is aware of all disclosures the Seller is or may be required to provide to the Purchaser in connection with the transactions contemplated hereby pursuant to any law, rule or regulation (including those of Massachusetts and those of the state in which the Property is located).   The Purchaser hereby acknowledges that, prior to the execution of this Agreement, the Purchaser has had access to all information necessary to acquire the Property and the Purchaser acknowledges that the Seller has fully and completely fulfilled any and all disclosure obligations with respect thereto.  The Purchaser hereby fully and completely discharges the Seller from any further disclosure obligations whatsoever relating to the Property.  In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by the Seller and the Purchaser, the Seller and the Purchaser agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to establish, confirm or otherwise evidence the Seller’s satisfaction of any disclosure obligations or to otherwise consummate the transactions contemplated hereby.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a sealed instrument as of the date first above written.

SELLER:
HRPT MEDICAL BUILDINGS REALTY TRUST, a
Massachusetts nominee trust
By:	/s/ John C. Popeo
	John C. Popeo, as trustee as aforesaid and not individually
PURCHASER:
SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust
By:	/s/ David J. Hegarty
	David J. Hegarty, President

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SCHEDULE A

Land

[See attached legal description.]

Boylston Street
Boston, MA

Re:	1295 Boylston Street
	Boston, Massachusetts

A certain parcel of land situated in the City of Boston, Suffolk County, Commonwealth of Massachusetts, bounded and described as follows:

Beginning at the intersection of the Northerly sideline of Boylston Street and the easterly sideline of Yawkey Way (formerly Jersey Street);

Thence running N. 19° ‘57’ 32” W. by Yawkey Way, a distance of 161.00 feat to Van Ness Street:

Thence turning and running N. 70° 02’ 29” E. by said Van Ness Street, a distance of 136.29 Feet:

Thence turning and running S. 19° 57’ 32” E. by and now or formerly of Michael Puro, et al. Trustees of Boston Motor Hotel Trust, of 128.00 feet;

Thence turning and running S. 70° 02’ 29” W. by land now or formerly of said Puro, et al. Trustees, a distance of 9.55 feet.

Thence turning and running S. 19° 57’ 32” E. by land now or formerly of said Puro, et al. Trustees, a distance of 133.00 feet to Boylston Street.

Thence turning and running S. 70° 02’ 28” W. by said Boylston Street, a distance of 176.74 feet to the point of beginning.

SCHEDULE B

Rent Roll

[See attached copy.]

INDEX

Lease

1295 Boylston Street

Boston Red Sox

1.Parking License Agreement, dated April 4, 2010, by and between Trustees of HRPT Medical Buildings Realty Trust (“Landlord”) and Boston Red Sox Baseball Club Limited Partnership (“Tenant”).  Re:  PARK2

INDEX

Lease

1295 Boylston Street

Children’s Hospital

1.Consolidated, Amended and Restated Lease Agreement, dated August 13, 2007, by and between Trustees of HRPT Medical Buildings Realty Trust (“Landlord”) and The Children’s Hospital Corporation (“Tenant”).          Note: Typo in Lease regarding term, corrected in Notice of Lease.

2.Notice of Lease, dated April 11, 2008, by and between Trustees of HRPT Medical Buildings Realty Trust (“Landlord”) and The Children’s Hospital Corporation (“Tenant”).

3.First Amendment to Lease, dated April 4, 2010, by and between Trustees of HRPT Medical Buildings Realty Trust (“Landlord”) and The Children’s Hospital Corporation (“Tenant”).

INDEX

Lease

1295 Boylston

Maxi Drug, Inc.

1.Lease Agreement, dated March 25, 1993, by and between Fenmore Realty Corporation (“Landlord”) and American Drug Stores, Inc. (“Tenant”).

2.Assignment and Assumption Agreement for Store Lease (Store No. 5418), dated January 16, 2002, by and between American Drug Stores, Inc. (“Seller”) and Maxi Drug, Inc. (“Buyer”).

3.Extension Letter, dated December 17, 2002, from Peter E. Schmitz, Director of Real Estate, Brooks Pharmacy to HRPT Properties Trust c/o Reit Management & Research, Inc. Re: 5 year extension - Commencing September 1, 2003 and continuing through August 31, 2008.

4.Extension Letter, dated November 1, 2007, from I. Lawrence Gelman, Vice President and Assistant Secretary, Maxi Drug, Inc. to and acknowledged by John A. Mannix, Trustee, HRPT Medical Buildings Realty Trust. Re: 5 year extension - Commencing September 1, 2008 and continuing through August 31, 2013.

INDEX

Lease

1295 Boylston Street

Metro PCS Massachusetts

1.Lease, dated November 17, 2009, by and between Trustees of HRPT Medical Buildings Realty Trust (“Landlord”) and MetroPCS Massachusetts, LLC (“Tenant”), with original bond and payment direction form attached.           Re:  Ste. Roof

INDEX

Lease

1295 Boylston Street

Priority Parking

1.License Agreement, dated April 1, 2002, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”). Re: 20 spaces in parking lot.

2.License Agreement, dated April 23, 2003, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”). Re: 22 spaces in parking lot.

3.License Agreement, dated April 7, 2004, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”).   Re: 9 spaces in parking lot.

4.License Agreement, dated April 20, 2005, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”).   Re: 9 spaces in parking lot.

5.License Agreement, dated April 13, 2006, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”).   Re: 9 spaces in parking lot.

6.License Agreement, dated April 12, 2007, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”).   Re: 9 spaces in parking lot.

7.License Agreement, dated April 2, 2009, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”).  Re: 9 spaces in parking lot.

8.License Agreement, dated April 4, 2010, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and Priority Parking, Inc. (“Licensee”).  Re:  Right to use 13 spaces.

9.License Agreement, dated April 29, 2010, by and between HRPT Medical Buildings Realty Trust (“Licensor”) and

Priority Parking, Inc. (“Licensee”).  Re:  9 spaces in parking lot.

SCHEDULE C

Form of Deed

QUITCLAIM DEFD

[109 Brookline Avenue, Boston, Massachusetts]

Fenmore Realty Corporation, a Massachusetts corporation with its usual business at 55 Shattuck Street, Boston, Suffolk County, Massachusetts, FOR CONSIDERATION PAID OF THIRTY-THREE MILLION SEVEN HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 ($33,775,000.00) DOLLARS, hereby GRANTS to David J. Hegarty and Ajay Saini, Trustees of HRPT Medical Buildings Realty Trust u/d/t dated September 26, 1995 recorded and registered herewith with its usual place of business at 400 Centre Street, Newton, Massachusetts, WITH QUITCLAIM COVENANTS, the land with the buildings and improvements thereon in Boston, Suffolk County, Massachusetts, now known as and numbered 109 Brookline Avenue, bounded and described on Exhibit A attached hereto.

Said premises are conveyed subject to real estate taxes and municipal charges not yet due and payable, and subject to and with the easements, restrictions and encumbrances of record so long as the same may be in force and effect.

EXECUTED AS A SEALED INSTRUMENT this 27th day of September 1995.

FENMORE REALTY CORPORATION
By:
	Name:	Miles Coverdale, Jr.
	Title:	Executive Vice President
		and Treasurer

COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss. September 27, 1995

Then personally appeared before me the above-named Miles Coverdale, Jr., Executive Vice President and Treasurer of FENMORE REALTY CORPORATION and acknowledge the foregoing instrument to be the free act and deed of said Corporation, before me,

Carl E. Axelrod, Notary Public

My commission expires:

EXHIBIT A

(see attached document)

EX-99.1

Exhibit 99.1

400 Centre Street, Newton, MA 02458-2076 tel: (617) 332-3990     fax: (617) 332-2261

FOR IMMEDIATE RELEASE

Contacts:

Timothy A. Bonang, Vice President, Investor Relations,

or Carlynn Finn, Manager, Investor Relations

(617) 796-8222

CommonWealth REIT Agrees to Sell 27 Properties for $470 Million

Newton, MA (November 12, 2010):  CommonWealth REIT (NYSE: CWH) today announced that it has entered agreements to sell 27 properties (approx. 2.8 million sq.ft.) for $470 million.  These sales are expected to be completed between now and June 30, 2011.   CWH expects to use the net sales proceeds received for general business purposes, including repaying debt and new acquisitions.

CWH’s historical cost of the properties being sold is approximately $378 million and its current net book value of these properties is approximately $296 million.  Accordingly, CWH expects to realize net capital gains when all of these sales are completed of approximately $174 million.  CWH has owned these properties for an average of approximately nine (9) years.

The sales price capitalization rates for the properties to be sold based upon current annual net operating income realized at these properties is different for each property, but weighted by sales prices it averages approximately 8.4%.

The properties being sold have current average occupancy of approximately 95% (weighted by leasable sq.ft.).  The properties are majority leased to medical services providers and other tenants in medical related businesses and all of the properties are being sold to Senior Housing Properties Trust (NYSE: SNH).  SNH was formerly a 100% owned subsidiary of CWH until it was spun out of CWH in 1999.  As a result of agreements entered at the time of this spin out transaction and since then, SNH has rights of first refusal to purchase the properties being sold.  CWH continues to own 19 properties (approximately 1.8 million sq.ft.) which are subject to SNH’s rights of first refusal if and when CWH determines to sell.

Both CWH and SNH are managed by Reit Management & Research LLC (“RMR”) and have certain common trustees.  Accordingly, the sales prices for the properties to be sold were established by reference to an appraisal report by a nationally recognized real estate appraisal firm and the terms of the sales were negotiated by special committees of each company’s Board, composed of Independent Trustees who are not also trustees of the other company, represented by separate counsel.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.  No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

The sales announced today are part of a multi-year process that CWH began in 2008 to divest older properties associated with CWH’s historical emphasis on healthcare related real estate and to focus on investments in newer, primarily class A properties.

CommonWealth REIT is a real estate investment trust, or REIT, which primarily owns office and industrial properties throughout the United States, including approximately 17 million sq.ft. of leased industrial and commercial lands in Oahu, HI.  CWH is headquartered in Newton, MA.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH’S PRESENT BELIEFS AND EXPECTATIONS; BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND CWH’S CONTROL.  FOR EXAMPLE:

·THIS PRESS RELEASE STATES THAT CWH HAS AGREED TO SELL 27 PROPERTIES FOR $470 MILLION, THAT THESE SALES ARE EXPECTED TO BE COMPLETED BY JUNE 30, 2011, AND THAT CWH WILL REALIZE NET GAINS OF APPROXIMATELY $174 MILLION FROM THESE SALES.  IN FACT, THESE SALES ARE SUBJECT TO VARIOUS CONDITIONS TYPICAL OF COMMERCIAL REAL ESTATE SALES.  AS A RESULT OF THESE CONDITIONS, SOME OF THESE SALES MAY NOT OCCUR OR MAY BE DELAYED AND THE PURCHASE PRICES AND THE NET GAINS REALIZED BY CWH MAY BE REDUCED;

·THIS PRESS RELEASE STATES THAT CWH CONTINUES TO OWN 19 PROPERTIES (APPROX. 1.8 MILLION SQ.FT.) WHICH ARE SUBJECT TO SNH’S RIGHTS OF FIRST REFUSAL.  AN IMPLICATION OF THIS STATEMENT MAY BE THAT CWH WILL SELL THESE ADDITIONAL PROPERTIES TO SNH.  IN FACT, CWH HAS NOT DETERMINED TO SELL THESE ADDITIONAL PROPERTIES OR ANY OF THEM AND CWH CAN PROVIDE NO ASSURANCE THAT SNH WILL BE INTERESTED TO ACQUIRE THESE ADDITIONAL PROPERTIES IF AND WHEN CWH DECIDES TO SELL;

·THIS PRESS RELEASE STATES THAT THE SALES PRICES FOR THE PROPERTIES TO BE SOLD WERE ESTABLISHED BY REFERENCE TO AN APPRAISAL REPORT AND THAT THE SALES TERMS WERE NEGOTIATED BY SPECIAL COMMITTEES OF INDEPENDENT TRUSTEES OF EACH OF CWH AND SNH REPRESENTED BY SEPARATE COUNSEL.  AN IMPLICATION OF THESE STATEMENTS MAY BE THAT THE SALES PRICES ARE THE AMOUNTS THAT CWH MIGHT HAVE RECEIVED IN A FULLY MARKETED ARMS LENGTH TRANSACTION.  CWH AND SNH ARE BOTH MANAGED BY RMR, AND CWH AND SNH HAVE SOME COMMON TRUSTEES.  ACCORDINGLY, CWH AND SNH MAY BE CONSIDERED RELATED PARTIES AND THERE CAN BE NO ASSURANCE THAT THE SALES PRICES ACHIEVED ARE THE AMOUNTS WHICH CWH MIGHT HAVE RECEIVED AS A RESULT OF FULLY MARKETED ARMS LENGTH SALES PROCESSES; AND

·THIS PRESS RELEASE STATES THAT CWH EXPECTS TO USE THE SALES PROCEEDS IT RECEIVES FOR GENERAL BUSINESS PURPOSES INCLUDING NEW ACQUISITIONS AND THAT THE SALES ANNOUNCED TODAY ARE PART OF A MULTI-YEAR PROCESS BY CWH TO DIVEST OLDER PROPERTIES AND TO ACQUIRE NEWER PROPERTIES.  HOWEVER, FUTURE ACQUISITIONS BY CWH WILL DEPEND UPON PROPERTIES BECOMING AVAILABLE TO CWH AT PRICES AND ON TERMS WHICH CWH BELIEVES TO BE ATTRACTIVE.  THE AVAILABILITY OF SUCH ACQUISITIONS TO CWH IS LARGELY DEPENDENT UPON MARKET CONDITIONS WHICH ARE BEYOND CWH’S CONTROL.  ACCORDINGLY, CWH CANNOT PROVIDE INVESTORS ANY ASSURANCE THAT IT WILL BE ABLE TO INVEST ANY SALES PROCEEDS IN NEW ACQUISITIONS.

FOR THESE FOREGOING REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.  OTHER FACTORS WHICH MAY CAUSE THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE TO NOT OCCUR ARE DESCRIBED UNDER “ITEM 1A RISK FACTORS” IN CWH’S ANNUAL REPORT ON SEC FORM 10K FOR THE YEAR ENDED DECEMBER 31, 2009, AS THE SAME MAY HAVE BEEN OR BE REVISED OR UPDATED IN SUBSEQUENT FILINGS WITH THE SEC, EACH OF WHICH IS AVAILABLE AT THE SEC WEBSITE:  www.sec.gov.

EXCEPT AS MAY BE REQUIRED BY LAW, CWH DOES NOT INTEND TO IMPLY ANY OBLIGATION TO MAKE UPDATES OF THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.

(END)