Purchase Agreement, by and between Pacific Gas and Electric Company and Hines Atlas US LP, dated May 21, 2021

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

THIS PURCHASE AGREEMENT (this “Agreement”), is entered into as of May 21, 2021 (the “Effective Date”), by and between Pacific Gas and Electric Company, a California corporation (“Seller”), and Hines Atlas US LP, a Delaware limited partnership (“Buyer”).

In consideration of the mutual covenants in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1.1          The Property.  Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, in accordance with this Agreement, all of Seller’s right, title and interest in and to the following property (collectively the “Property”):

(a)          Seller’s interest in that certain real property commonly known as 25 and 77 Beale Street, 215 and 245 Market Street, and 50 Main Street, San Francisco, California, as more particularly described on Schedule 1 attached hereto (the “Real Property”);

(b)          Except for those items described on Schedule 3 attached hereto, all of Seller’s right, title and interest in and to all improvements and fixtures located on the Real Property, including, without limitation, all apparatus, equipment and appliances used in connection with the operation or occupancy of the Real Property, such as heating and air conditioning systems and facilities used to provide any utility, refrigeration, ventilation, garbage disposal, or other services on the Real Property (collectively, the “Improvements”);

(c)          Subject to the PG&E Lease (as defined below), Seller’s interest in all leases, lease amendments, lease guaranties, work letter agreements, improvement agreements, subleases, assignments, licenses, concessions and other agreements with all persons (“Tenants”) leasing, using or occupying the Property other than the premises covered by the PG&E Lease, including those described on Schedule 2 attached hereto (the “Leases”);

(d)          Except for those items described on Schedule 3 attached hereto and those items within the premises demised under the PG&E Lease (as defined below), all tangible and intangible personal property owned by Seller, located on or in the Real Property and used in connection with the operation and maintenance of the Property (and not with respect to any other property owned or managed by Seller or its affiliates) (the “Personal Property”); and

(e)          Seller’s interest in all construction and service contracts and agreements described on Schedule 4 attached hereto (the “Contracts”) and all warranties, guaranties, building permits, certificates of occupancy, and other certificates, permits, licenses and approvals relating to the Property (the “Permits”); provided, however, that Buyer shall be responsible for any expense incurred in connection with the transfer of such Permits.

1.2          Diligence; Property Access.

(a)          Prior to the Effective Date, Buyer has in good faith and with diligence, at Buyer’s sole cost and expense, reviewed and investigated the physical and environmental condition of the Property, the character, quality and general utility of the Property, the zoning, land use, environmental and building requirements and restrictions applicable to the Property, the state of title to the Property, the Leases, the Contracts and the Permits.  Buyer shall be responsible for preparing and paying the cost of any amendment or update to the survey of the Property dated May 21, 2021 prepared by BKF Engineers (such existing survey, the “Survey”) that may be required by Buyer.  Buyer shall have the right to continue between the Effective Date and the Closing Date in accordance with this Section 1.2, all examinations, tests, analyses, investigations, surveys, inquiries and other inspections all of which shall be performed by Buyer at Buyer’s sole cost and expense and shall be subject to such reasonable conditions as Seller may impose, including a requirement that Buyer and its authorized representatives and agents be accompanied by a representative of Seller while present on the Property and including site access guidelines and requirements of Seller; provided that Buyer shall have no right to terminate based on such ongoing access and investigations.

(b)          Except for Privileged Information (as defined below), Seller has and shall make available to Buyer at the Property and/or through a virtual data room certain items in Seller’s possession or control (collectively, the “Diligence Documents”).  Buyer acknowledges that Seller has made available to Buyer, prior to the Effective Date, the materials described in Schedule 5 attached hereto.

(c)          Notwithstanding anything to the contrary herein, Seller shall not be required to  provide, copy or make available to Buyer (and the Diligence Documents do not include) (a) any of Seller’s internal memoranda, notes, emails, meeting minutes or other proprietary documents, correspondence or communications between partners, officers or members, directly or indirectly, of Seller or any of its constituent entities or any of their employees, (b) any confidential or proprietary documents (including information covered by the attorney-client privilege), (c) any appraisals, valuations or projections prepared by Seller or any third party, or (d) any documents, files or records regarding the financing or refinancing of the Property or Seller’s acquisition of the Property or the formation of Seller (or its constituent entities) (the “Privileged Information”).  Buyer acknowledges that the Diligence Documents relating to the Property to be furnished by Seller to Buyer contain confidential and proprietary information.  Buyer shall prior to Closing keep the Diligence Documents strictly confidential pursuant to and accordance with the terms of the Confidentiality and Nondisclosure Agreement dated as of February 17, 2021 between Buyer and Seller (the “Confidentiality Agreement”).  No representation or warranty in respect of any of the Diligence Documents (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Seller relating thereto or to the Property or otherwise, and Buyer hereby acknowledges that no representations or warranties, either express or implied, were made by Seller (other than as expressly set forth in this Agreement or the documents and instruments executed by Seller in connection with this Agreement) with respect to any of the foregoing.  To the extent any person, other than Seller as expressly set forth herein, including any surveyors, appraisers, title agents, Tenants, escrow agent, attorneys, engineering consultants or environmental consultants, brokers, made any representations or warranties (other than as expressly set forth in Section 5.1) or any other statements (verbal or written) to Buyer, or provided any documents, reports, studies, information or other materials, Buyer acknowledges it shall have no claim or right of action against Seller arising therefrom, nor any right to rescind or revoke this Agreement on account thereof.

(d)          Buyer hereby indemnifies and agrees to defend and hold harmless Seller and Seller’s partners, officers, directors, employees, licensees, contractors, agents, invitees, counsel, brokers, and attorneys of Seller, its counsel or brokers (individually, each a “Seller Party” and collectively, “Seller Parties”) from and against any and all obligations, losses, injuries, damages, claims, liens, costs, expenses, demands, liabilities, penalties and investigation costs, including reasonable attorneys’ fees and costs (collectively, “Losses”), incurred in connection with or arising out of or in any way connected with (a) any entry on the Property by Buyer or any of Buyer’s representatives, employees, agents, consultants or contractors, (b) the Due Diligence Inspections, (c) any act or negligent omission by Buyer or Buyer Parties in connection with this Agreement, or (d) Buyer’s breach of this Section 1.2 of this Agreement, provided, however, that such indemnity shall not extend to Losses arising out of the mere discovery of adverse facts by Buyer or Buyer’s consultants.  If Seller notifies Buyer of a claim to which it is entitled to indemnification, and Buyer fails to notify Seller within ten (10) business days thereafter that Buyer intends to defend the claim, or at any time thereafter Buyer fails to diligently defend or settle the claim, Seller or the Seller Party shall be entitled to defend such claim, and settle or compromise such claim, subject to the indemnification provided for herein.  Buyer shall not settle any claim for which Seller or a Seller Party may be liable without the prior written consent of Seller and the Seller Party unless Buyer indemnifies Seller and Seller Parties from all obligations of Buyer with respect to the claim.  Buyer’s obligations set forth in this Section shall survive the expiration or termination of this Agreement.  If this Agreement is terminated for any reason other than Seller’s default and Seller, at Seller’s option, requests any reports relating to the Property provided to Buyer by third parties (the “Buyer Reports”), Buyer shall deliver the Buyer Reports to Seller.  Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege.

(e)          Buyer shall maintain, and shall ensure that those Buyer Parties entering the Property maintain commercial general liability insurance from an insurance company authorized to do business in the state where the Property is located insuring Buyer and its representatives against any liability arising out of any entry or inspections of the Property pursuant to the provisions hereof.  Such insurance maintained by Buyer (and Buyer Parties) shall be in the amount of Five Million Dollars ($5,000,000) per occurrence or, for Buyer Parties that are considered low risk based upon the activities to be conducted by them onsite, One Million Dollars ($1,000,000).  The required limit may be satisfied through a combination of primary and excess liability policies.  Any liability policy(ies) maintained by Buyer (and Buyer Parties) shall (i) insure the contractual liability of Buyer covering Seller, (ii) name the Seller (and its successors and assigns) and PG&E Corporation, a California corporation (and its successors and assigns) as additional insureds, (iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer (and Buyer Parties) hereunder shall be primary and noncontributing with any other insurance available to Seller (and its successors and assigns), and (v) be in form and substance adequate to insure against all liability of Buyer and Buyer Parties arising out of any entry or inspections of the Property pursuant to the provisions of this Section 1.2.  Buyer shall also maintain, and shall ensure that the applicable Buyer Parties maintain, auto liability coverage including owned, non-owned and hired vehicles with a combined single limit of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage and Workers’ Compensation and Employer’s Liability in compliance with applicable Federal and State laws.  Buyer shall provide Seller with a certificate of insurance evidencing such insurance coverage, including additional insured status, prior to any entry or inspection of the Property.  The limits of insurance maintained by Buyer or Buyer Parties pursuant to this subsection shall not limit Buyer’s liability under this Agreement.

(f)          Buyer, by giving notice to Seller on or before the date that is two (2) business days after the discovery thereof, may object to any title exception in any update to the Preliminary Report.  Buyer shall be deemed to have approved title to the Property as shown in the Preliminary Report, as updated and the Survey, or any updates or new survey, unless Buyer objects to any title exception or survey matter in accordance with this Section 1.2.  If Buyer makes any such objection, Seller may, by giving notice to Buyer on or before the date that is three (3) business days after Buyer’s objection notice, elect either to remove such objections (or insure over such objections in a manner reasonably approved by Buyer) or not to remove such objections.  Seller shall be deemed to have elected not to remove any such objection (or insure over such objection) unless Seller elects to remove or insure over any such objection in accordance with this Section 1.2.  If Seller elects to remove or insure over any such objection in a manner reasonably approved by Buyer, such title exception or survey matter in question shall not be considered a Permitted Exception.  If Seller elects (or is deemed to have elected) not to remove or insure over any such objection, Buyer shall have the right, by giving notice to Seller on or before the date that is three (3) business days after Seller’s election not to cure (or deemed election not to cure), either to terminate this Agreement (in which case the Deposit and the Independent Consideration (as such terms are defined below) shall be delivered to and retained by Seller) or to withdraw such objection and accept title to the Property subject to the title exception or survey matter in question.  Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event that Buyer objects to a new exception that constitutes a monetary lien and Seller does not elect to cure such lien or provide a credit at closing in the amount of such lien, then any exercise of such termination right shall result in a return of the Deposit to Buyer (less the Independent Consideration).  If Buyer does not exercise the right to terminate this Agreement in accordance with this Section 1.2, Buyer shall be deemed to have approved title to the Property subject to the title exception or survey matter in question and to have withdrawn such objection.  The following shall be considered “Permitted Exceptions”:  (i) the matters shown as exceptions in the Preliminary Report, or any updates thereto or the Survey or any updates or new survey and approved (or deemed to be approved) by Buyer pursuant to this Section 1.2; (ii) the Leases; (iii) [intentionally omitted], (iv) taxes and assessments which are not past due as of the Closing Date; (v) the PG&E Lease, (vi) the Utility Access Agreement (as defined below), and (vii) any other matters created, permitted or approved by Buyer.  If Seller requires additional time to remove or insure over a title exception identified by Buyer, the Closing Date shall be postponed for up to thirty (30) calendar days as Seller may deem necessary to remove such title exception.  For the avoidance of doubt, Seller shall remove at Closing all deeds of trust, mortgages and bonded indebtedness encumbering the Property, and no such liens shall be deemed Permitted Exceptions hereunder.

(g)          Buyer acknowledges and agrees that any and all inspections of the Property shall be conducted in a manner not unreasonably disruptive to Tenants or to the operation of the Property.  With respect to meetings with Tenants and subtenants, Seller agrees to permit Buyer to meet with Tenants; provided, however, that Buyer must provide Seller with written notice of such proposed meeting (which shall be arranged by Seller) at least two (2) business days prior thereto, and also provided that a representative of Seller, at Seller’s election, is available for and is present at such meeting.  Except as expressly set forth above, neither Buyer nor any of the Buyer’s representatives shall contact Tenants or make any inquiries of Tenants.  Seller shall make available to Buyer Seller’s employees, representatives, contractors, building engineers, leasing agents and property managers (and their employees) at times and frequencies reasonably sufficient to allow Buyer to conduct its due diligence.  Seller shall have the right to have a representative present during any due diligence investigations conducted by Buyer at the Property.  In the event Buyer or any of Buyer’s representatives desire to conduct any physically intrusive due diligence, such as sampling of soils, inspection of building materials, roof inspections, drilling wells or the like, Buyer shall identify in writing exactly what procedures such party desires to perform and the identity of the contractor or consultant which will perform such work and request Seller’s express prior written consent thereto, which consent may be given or withheld in Seller’s sole and absolute discretion.  Upon receipt of Seller’s written consent, Buyer and/or Buyer’s representatives, as applicable, shall perform any and all due diligence at Buyer’s sole cost and expense strictly in compliance with the agreed upon procedures and with any and all laws, ordinances, rules, regulations, permits and licenses applicable to the Property.

2.1         Amount and Payment.  The total purchase price for the Property (the “Purchase Price”) shall be Eight Hundred Million Dollars ($800,000,000.00).  At the Closing on the Closing Date, Buyer shall pay the total Purchase Price to Seller in cash in immediately available funds, subject to adjustments as provided in Section 8.4.

2.2           Deposit.

(a)          Within two (2) business days after execution of this Agreement, Buyer shall deposit the sum of Twenty Million Dollars ($20,000,000.00) (together with any interest earned thereon, the “Deposit”) in cash in immediately available funds in escrow with Chicago Title Company, Attention: Jennifer Lewis, phone: 415 ###-###-####, e-fax: 415 ###-###-#### (the “Title Company”).  Notwithstanding anything in this Agreement to the contrary, One Hundred Dollars ($100.00) of the Deposit is delivered to the Title Company for delivery by the Title Company to Seller as “Independent Consideration” (herein so called), and the Deposit is reduced by the amount of the Independent Consideration, which amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement.  The Independent Consideration is in addition to and independent of all other consideration provided for in this Agreement and is non-refundable in all events.  The Deposit shall be held by the Title Company in an interest-bearing account designated in writing by Buyer and approved in writing by Seller.  If Seller and Buyer complete the purchase and sale of the Property in accordance with this Agreement, the Deposit shall be applied to payment of the total Purchase Price in accordance with Section 2.1 hereof.

(b)          For the avoidance of doubt, the Deposit shall be nonrefundable to the Buyer in all events other than (1) a termination of this Agreement by Buyer upon a material default by Seller under or a material breach by Seller of this Agreement (including a material breach of a representation or warranty by Seller), (2) a termination of this Agreement by Seller pursuant to Section 3.1 or due to the failure of satisfaction of the condition precedent contained in Section 7.1(c), or (3) a termination of this Agreement by Buyer pursuant to Section 3.1, Section 6.3 or Section 6.4, or due to the failure of satisfaction of the condition precedent contained in Section 7.2(e).  In each of the foregoing instances, the Deposit (less the Independent Consideration) shall be fully refundable and shall be immediately refunded to Purchaser upon termination of this Agreement.  In all other cases, the Deposit shall be delivered to and retained by Seller if this Agreement terminates prior to the occurrence of the Closing hereunder.

2.3          Liquidated Damages.  SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED IN ACCORDANCE WITH THIS AGREEMENT BECAUSE BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND UPON SUCH TERMINATION OR UPON TERMINATION FOR ANY OTHER REASON TO WHICH SELLER IS ENTITLED TO RETAIN THE DEPOSIT IN ACCORDANCE WITH SECTION 2.2, THE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY.  SELLER AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT OR IF THE AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 2.2.

SELLER’S INITIALS:

JC

BUYER’S INITIALS:

RH

2.4          Seller Default.  Seller and Buyer agree that, if the purchase and sale of the Property is not completed in accordance with this Agreement because Seller materially defaults under or materially breaches this Agreement in any material respect, Buyer shall be entitled, as Buyer’s sole remedy to either (i) terminate this Agreement and upon termination the Deposit (less the Independent Consideration) shall be returned to Buyer, and Buyer shall have the right to seek damages for out of pocket costs incurred by Buyer in connection with Buyer’s due diligence investigation under this Agreement, but in no event shall such amount exceed Fifty-Thousand Dollars ($50,000), or (ii) demand and have specific performance of this Agreement.  Buyer shall be deemed to have elected to terminate this Agreement and receive back the Deposit (less the Independent Consideration) if Buyer fails to file suit for specific performance against Seller in a court of competent jurisdiction, on or before the date which is ten (10) days following the date upon which Closing was to have occurred.  Buyer waives any right to record a lis pendens on the Property.

3.1          Place and Date.  The purchase and sale of the Property shall be completed in accordance with Article 8 hereof (the “Closing”).  The Closing shall occur through Escrow No. 15604125-156-TJK-JM with the Title Company on the date that is ten (10) business days following notice from Seller that the CPUC Approval (as defined below) has been satisfied, but no sooner than August 15, 2021 (the “Closing Date”); provided that if the Closing has not occurred on or before December 31, 2021 (the “Outside Closing Date”) because the CPUC Approval Condition (as defined below) has not been satisfied, then this Agreement may be terminated by either Seller or Purchaser by giving written notice of such termination to the other party within thirty (30) days after the Outside Closing Date, in which event Buyer shall be entitled to return of the Deposit, and this Agreement and the rights and obligations of the parties hereunder shall terminate as of the date of such notice, except for the obligations that expressly survive termination of this Agreement.  Prior to the Closing Date, Seller and Buyer each shall give appropriate written escrow instructions, consistent with this Agreement, to the Title Company for the Closing in accordance with this Agreement and upon giving such instructions such party need not be physically present at the Closing.

3.2          CPUC Approval.  As used herein “CPUC Approval” shall mean approval by the California Public Utilities Commission (the “CPUC”) of consummation of the sale contemplated by this Agreement, which approval shall be in a form that is final, unconditional and unappealable, including exhaustion of all administrative appeals or remedies before the CPUC.  Buyer hereby acknowledges and agrees that Seller makes no representation or warranty with respect to the likelihood of, or timing of, CPUC Approval, and Buyer hereby waives all claims against Seller for losses, expenses or damages suffered or incurred by Buyer as a result of the need for CPUC Approval, any delay in receipt of CPUC Approval, or the failure to receive the  CPUC Approval prior to the Outside Closing Date; provided that Seller shall in good faith use commercially reasonable, diligent efforts to obtain CPUC Approval and keep Buyer apprised as to the status of the CPUC Approval and timing of satisfaction of the CPUC Approval Condition (as defined below) and Closing Date.

4.1          Title to the Property.  Seller shall convey to Buyer fee title to the Real Property by a duly executed and acknowledged grant deed (the “Deed”) in the form of Exhibit A attached hereto.

4.2          Leases.  Seller shall assign Seller’s interest in the Leases to Buyer and Buyer shall assume said Leases, by a duly executed assignment and assumption of leases (the “Assignment of Leases”) in the form of Exhibit B attached hereto.

4.3          Personal Property.  Seller shall transfer all of Seller’s title to the Personal Property to Buyer, by a duly executed Bill of Sale (the “Bill of Sale”) in the form of Exhibit C attached hereto without warranty or covenant.

4.4          Contracts and Permits.  Seller shall assign all of Seller’s interest in the Contracts and all of Seller’s interest in the Permits to Buyer and Buyer shall assume the Contracts and Permits, by a duly executed Assignment and Assumption of Contracts (the “Assignment of Contracts”) in the form of Exhibit D attached hereto.

4.5          Acceptance of Title.  Buyer’s acceptance of the Deed from Seller for the Real Property at the Closing on the Closing Date and the issuance of the Title Policy (defined below) or a marked-up commitment to Buyer by the Title Company on the Closing Date shall conclusively establish that Seller conveyed the Property to Buyer as required by this Agreement and shall discharge in full Seller’s obligations under Section 4.1 hereof with respect to title to the Real Property.

4.6          “AS IS” Sale.

(a)          Prior to the Closing:

(i)          Buyer shall conduct, at Buyer’s sole expense, all such inspections, investigations, tests, analyses, appraisals and evaluations of the Property (including for Hazardous Materials, as defined below) as Buyer considers necessary or appropriate (all of such inspections, investigations and reports being herein collectively called the “Investigations”).

(ii)          Seller shall make available to Buyer, and otherwise allow Buyer access to, the Diligence Documents pursuant to Section 1.2 hereof.

(b)          Buyer represents to Seller that it is experienced in the acquisition of real property similar to the Real Property and that Buyer recognizes the risks of acquiring and owning the Property and that an allocation of risk is intended by this Agreement.

(c)          Prior to Closing Buyer shall review, examine, evaluate and verify all Diligence Documents and the results of the Investigations to the extent it deems necessary or appropriate with the assistance of such experts, at Buyer’s sole expense, as Buyer deems appropriate and:

(i)          shall be familiar with the physical condition of the Property;

(ii)          shall have completed its due diligence with respect to the Property and the Diligence Documents to its satisfaction;

(iii)          shall be acquiring the Property based exclusively upon its own investigations and inspections of the Property and the Diligence Documents; and

(iv)          shall be represented, at Buyer’s sole expense, by advisors and consultants (including legal counsel) of its choice in the transaction contemplated by this Agreement.

(d)          THE PROPERTY IS BEING SOLD, AND BUYER IS ACCEPTING POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS,” WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSING AND INSTRUMENTS EXECUTED BY SELLER AT CLOSING (THE “SELLER’S WARRANTIES”).  EXCEPT FOR SELLER’S WARRANTIES, NEITHER SELLER, NOR ANY SELLER PARTIES OR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING, HAVE OR SHALL BE DEEMED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) TO BUYER WITH RESPECT TO THE PROPERTY, ANY MATTER SET FORTH, CONTAINED OR ADDRESSED IN THE DILIGENCE DOCUMENTS (INCLUDING, BUT NOT LIMITED TO, THE ACCURACY AND COMPLETENESS THEREOF) OR THE RESULTS OF THE INVESTIGATIONS.

(e)          BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY DOCUMENTS FURNISHED BY SELLER TO BUYER AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, THAT IS NOT SET FORTH IN THIS AGREEMENT.  AT CLOSING, BUYER SHALL HAVE HAD THE OPPORTUNITY TO CONDUCT TESTING AND INSPECTIONS TO CONFIRM INDEPENDENTLY ALL INFORMATION THAT BUYER CONSIDERS MATERIAL TO ITS PURCHASE OF THE PROPERTY OR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.  EXCEPT FOR SELLER’S WARRANTIES, BUYER IS NOT RELYING ON (AND SELLER AND EACH OF THE SELLER PARTIES DOES HEREBY DISCLAIM AND RENOUNCE) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR THE SELLER PARTIES, AS TO:  (i) THE OPERATION OF THE PROPERTY OR THE INCOME POTENTIAL, USES, OR MERCHANTABILITY OR FITNESS OF ANY PORTION OF THE PROPERTY FOR A PARTICULAR PURPOSE; (ii) THE PHYSICAL CONDITION WHETHER VISIBLE OR NOT, OF THE PROPERTY OR THE CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING, VENTILATING AND AIR CONDITIONING, LIFE SAFETY, BUILDING MANAGEMENT, VERTICAL TRANSPORTATION, AND ELECTRICAL SYSTEMS, ROOFING, FOUNDATIONS, SOILS AND GEOLOGY, INCLUDING HAZARDOUS MATERIALS, LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON FOR A PARTICULAR PURPOSE; (iii) THE PRESENCE OR ABSENCE, LOCATION OR SCOPE OF ANY HAZARDOUS MATERIALS IN, AT, OR UNDER THE PROPERTY; (iv) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (v) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (vi) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE MUNICIPAL, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES; (vii) THE ACCURACY OF ANY STATEMENTS, CALCULATIONS OR CONDITIONS STATED OR SET FORTH IN SELLER’S BOOKS AND RECORDS CONCERNING THE PROPERTY OR SET FORTH IN THE DILIGENCE DOCUMENTS OR ANY OF SELLER’S OFFERING MATERIALS WITH RESPECT TO THE PROPERTY; (viii) THE DIMENSIONS OF THE PROPERTY OR THE ACCURACY OF ANY FLOOR PLANS, SQUARE FOOTAGE, LEASE ABSTRACTS, SKETCHES, REVENUE OR EXPENSE PROJECTIONS RELATED TO THE PROPERTY; (ix) THE OPERATING PERFORMANCE, THE INCOME AND EXPENSES OF THE PROPERTY OR THE ECONOMIC STATUS OF THE PROPERTY; (x) THE ABILITY OF BUYER TO OBTAIN ANY AND ALL NECESSARY GOVERNMENTAL APPROVALS OR PERMITS FOR BUYER’S INTENDED USE AND DEVELOPMENT OF THE PROPERTY; (xi) THE LEASING STATUS OF THE PROPERTY OR THE INTENTIONS OF ANY PARTIES WITH RESPECT TO THE NEGOTIATION AND/OR EXECUTION OF ANY LEASE FOR ANY PORTION OF THE PROPERTY; AND (xii) SELLER’S OWNERSHIP OF ANY PORTION OF THE PROPERTY.

(f)          EXCEPT TO THE EXTENT SET FORTH IN THE SELLER’S WARRANTIES, NEITHER SELLER NOR ANY SELLER PARTY IS UNDER ANY DUTY (AND BUYER HEREBY RENOUNCES ANY DUTY OF SELLER OR ANY SELLER PARTY) TO MAKE ANY AFFIRMATIVE DISCLOSURES OR INQUIRY REGARDING ANY MATTER RELATING TO THE PROPERTY THAT MAY OR MAY NOT BE KNOWN TO SELLER OR ANY SELLER PARTY.

(g)          BUYER, FOR BUYER AND BUYER’S SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER AND SELLER PARTIES, AND THEIR SUCCESSORS AND ASSIGNS FROM, AND WAIVES ALL CLAIMS AND LIABILITY, INCLUDING ENVIRONMENTAL LIABILITY (DEFINED BELOW), AGAINST SELLER AND SELLER PARTIES, AND THEIR SUCCESSORS AND ASSIGNS FOR OR ATTRIBUTABLE TO THE FOLLOWING:

(i)          ANY AND ALL STATEMENTS OR OPINIONS HERETOFORE OR HEREAFTER MADE, OR INFORMATION FURNISHED, BY THEM TO BUYER OR ITS AGENTS OR REPRESENTATIVES RELATING TO THE PROPERTY, EXCEPT FOR SELLER’S WARRANTIES; AND

(ii)          ANY STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION AT THE PROPERTY, INCLUDING, CLAIMS OR LIABILITIES RELATING TO THE PRESENCE, DISCOVERY OR REMOVAL OF ANY HAZARDOUS MATERIALS IN, AT, ABOUT OR UNDER THE PROPERTY, OR FOR, CONNECTED WITH OR ARISING OUT OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON ENVIRONMENTAL LAW (DEFINED BELOW).

(h)          In connection with this Section 4.6, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”  BUYER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS AGREEMENT, AND THAT SUCH COUNSEL HAS EXPLAINED TO BUYER THE PROVISIONS OF THIS SECTION 4.6.

4.7          Environmental Definitions.  As used herein “Environmental Law” means any international, federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in existence as of the Closing Date, relating to or regulating human health or safety, or industrial hygiene or environmental conditions or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Oil Pollution Act of 1990 and any state laws implementing the foregoing federal laws.  As used herein “Environmental Liability” means any claim, demand, order, suit, obligation, liability, cost (including, the cost of any investigation, testing, compliance or remedial action), consequential damages, loss or expense (including attorneys’ and consultants’ fees and expenses) arising out of, relating to or resulting from any Environmental Law or environmental, health or safety matter or condition, including natural resources, and related in any way to the Property or to this Agreement or its subject matter, in each case, whether arising or incurred before, on or after the Closing Date.  As used herein “Hazardous Materials” means (i) any petroleum, petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls, (ii) any chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any Environmental Law or any Mold or Mold Condition.  As used herein “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including continuing migration, of Hazardous Materials into or through soil, surface water or groundwater.  As used herein “Mold” means mold, mildew, fungus or other potentially dangerous organisms.  As used herein “Mold Condition” means the presence of Mold or any condition(s) that reasonably can be expected to indicate the presence of Mold, including observed discoloration of walls, ceilings or floors, complaints received within the last six (6) months of respiratory ailment or eye irritation by tenants, employees or any other occupants or invitees in the Property or any notice from a governmental agency of complaints regarding the indoor air quality at the Property.

5.1          Seller.  The representations and warranties of Seller in this Section 5.1 and in Seller’s Closing Certificate (defined below) are a material inducement for Buyer to enter into this Agreement.  Such representations and warranties shall survive the Closing for only six (6) months after the Closing Date (the “Survival Period”), at which time such representations and warranties shall terminate.  Except as disclosed on Schedule 6 attached hereto, Seller represents and warrants to Buyer as of the Effective Date as set forth below in this Section 5.1.

(a)          Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of California.  Subject to CPUC Approval, Seller has full power and authority to enter into this Agreement and to perform this Agreement.  Except for CPUC Approval, the execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action on the part of Seller, and all required consents or approvals have been duly obtained.  Subject to CPUC Approval, this Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.

(b)          The Leases are accurately described on Schedule 2 attached hereto.  The Leases have not been amended or modified by Seller except as shown on Schedule 2.  The copies of the Leases provided to, or made available to, Buyer are true, complete and correct copies (including all amendments, addenda and other agreements relating to the Leases).  On or before the Effective Date, Seller shall have delivered to Buyer true, correct and complete copies of the Leases listed on Schedule 2, including all amendments thereto.

(c)          To Seller’s knowledge, Seller has received no written notice that there is any litigation, arbitration or other legal or administrative suit, action or proceeding pending or threaten against Seller relating to the Real Property or any part thereof which would materially affect the Real Property.  For purposes of this representation, any lawsuit resulting in or expected to result in damages in excess of $50,000 in the aggregate shall be deemed to be material.

(d)          Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.

(e)          Seller is not now (nor shall be at any time prior to or at the Closing be) a Person with whom a U.S. Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under anti-money laundering laws and regulations (“AML Laws”) or other relevant United States law, regulation and executive orders, including lists published by the Office of Foreign Assets Control (“OFAC”) (including those executive orders and lists published by OFAC with respect to persons that have been designated by executive order or by the sanction regulations of OFAC as persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC or otherwise) or under United Nations, Organization for Economic Co-operation and Development (“OEDC”) or other laws, regulations, executive orders or guidelines similar to AML Laws.  Seller is not a Person with which a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. §5312, as amended, is prohibited from transacting business of the type contemplated by this Agreement under any applicable AML Law.  Seller has not been convicted of any criminal violation of any AML Law.  Seller is in compliance with the Patriot Act as applicable to Seller.

(f)          Except for CBRE, Inc., a Delaware corporation (“Broker”), Seller has not dealt with any real estate broker or finder in connection with the sale of the Property to Buyer or this Agreement.

(g)          As used herein, “to Seller’s knowledge,” “to the knowledge of Seller” and similar phrases shall mean to the current actual knowledge of Thomas Crowley, Corporate Real Estate Strategy & Services Business Partner Chief, only, without any duty of independent investigation or inquiry, and without personal liability therefor, and such term shall not include the knowledge of any other person or firm.  Actual knowledge shall not be deemed to exist merely by assertion by Buyer of a claim that any of the foregoing persons should have known of such facts or circumstances, if such person did not have actual knowledge of such facts and circumstances.

5.2          Buyer.  The representations and warranties of Buyer in this Section 5.2 and in Buyer’s Closing Certificate (defined below) are a material inducement for Seller to enter into this Agreement.  Seller would not sell the Property to Buyer without such representations and warranties of Buyer.  Such representations and warranties shall survive the Closing for the Survival Period, at which time such representations and warranties shall terminate.  Buyer represents and warrants to Seller as of the Effective Date as set forth below in this Section 5.2.

(a)          Buyer is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware.  Buyer is duly qualified to do business and is in good standing in the State of California.  Buyer has full power and authority to enter into this Agreement and to perform this Agreement.  The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action on the part of Buyer and all required consents or approvals have been duly obtained or will be obtained.  This Agreement is a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally.

(b)          Neither Buyer nor, to Buyer’s knowledge, any of Buyer’s direct sources of funding is now (or shall be at any time prior to or at the Closing be) a Person with whom a U.S. Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under AML Laws or other relevant United States law, regulation and executive orders, including lists published by OFAC (including those executive orders and lists published by OFAC with respect to persons that have been designated by executive order or by the sanction regulations of OFAC as persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC or otherwise) or under United Nations, OEDC or other laws, regulations, executive orders or guidelines similar to AML Laws.  Buyer has taken such measures as are required of Buyer under AML Laws to ascertain that the funds being invested by Buyer in the Property under this Agreement are derived from permissible sources.  Neither Buyer nor, to Buyer’s knowledge, any of Buyer’s direct sources of funding is a Person with which a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. §5312, as amended is prohibited from transacting business of the type contemplated by this Agreement under any applicable AML Law.  Neither Buyer nor, to Buyer’s knowledge, any of Buyer’s direct sources of funding has been convicted of any criminal violation of any AML Law.  Buyer and, to Buyer’s knowledge, its direct sources of funding are in compliance with the Patriot Act as applicable to Buyer and its direct sources of funding.

(c)          Except for Broker, Buyer has not dealt with any real estate broker or finder in connection with the purchase of the Property from Seller or this Agreement.

(d)          The amounts payable by Buyer to Seller hereunder are not and were not, directly or indirectly, derived from activities in contravention of federal, state, or international laws and regulations (including, without limitation, AML Laws).  None of (A) Buyer; (B) any person controlling or controlled by Buyer, directly or indirectly, including but not limited to any person or persons owning, in the aggregate, a fifty percent (50%) or greater direct or indirect ownership interest in Buyer; or (C) any person, if Buyer is a privately-held entity, having a beneficial interest in Buyer is:  (1) a country, territory, government, or person subject to sanctions under any Executive Order issued by the President of the United States or any regulation administered by OFAC of the United States Department of the Treasury; (2) a Foreign Terrorist Organization designated by the United States Department of State; or (3) a person who Buyer knows, or reasonably should know, has engaged in or engages in terrorist activity, or has provided or provides material support for terrorist activities or terrorist organizations, as prohibited by U.S. law, including but not limited to the Patriot Act.

6.1          Seller.  Seller covenants and agrees with Buyer as follows:

(a)          Between the Effective Date and the Closing Date, Seller shall not execute any additional lease or any contract affecting the Real Property or amend, modify, renew, extend or terminate any of the Leases, the Contracts or the Permits in any material respect without the prior approval of Buyer, which approval shall not be unreasonably withheld; provided, however, that Seller will not be obligated to obtain Buyer’s written approval if Seller is contractually obligated to take such action under the terms of any such Lease, Contract or Permit, and Seller may enter into new contracts without Buyer’s consent if such contract is both (i) necessary as a result of an emergency at the Property and (ii) terminable upon not more than thirty (30) calendar days’ notice without penalty.  Between the Effective Date and the Closing Date, Seller shall manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with sound property management practice, keep the Real Property and the Personal Property in good repair and working order and sound condition, promptly give Buyer copies of written notices received by Seller asserting any material breach or default under the Leases or the Contracts or any material violation of the Permits or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property, and perform when due Seller’s obligations under the Leases, the Contracts and the Permits in accordance with the Leases, the Contracts and the Permits and all applicable laws

(b)          Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Buyer if any representation or warranty made by Seller in Section 5.1 hereof or in Seller’s Closing Certificate was untrue or incorrect in any material respect when made or that may be caused by any breach by Seller of any such representation or warranty.  Notwithstanding the foregoing, Buyer shall not have the right to enforce any claim, nor shall Seller be liable in any way to Buyer, for a breach of a representation or warranty of Seller if the breach in question results from or is based on a condition, state of facts or other matter of which Buyer had knowledge prior to the Closing.  Furthermore, Seller shall have no liability to Buyer for a breach of any representation or warranty made by Seller under Section 5.1 hereof or in Seller’s Closing Certificate unless written notice containing a description of the specific nature of such breach has been given by Buyer to Seller, and Buyer shall have commenced an action against Seller with respect to such breach prior to the date that is thirty (30) calendar days after the expiration of the Survival Period.  Furthermore, no claim for breach of any representation or warranty of Seller shall be actionable or payable unless (i) Buyer has first notified Seller in writing of any such claim and afforded Seller a fifteen (15) calendar day period during which Seller shall have the right to cure any such alleged breach of any representation or warranty, or other obligation or liability, and (ii) the valid claims for all such breaches collectively aggregate more than Five Hundred Thousand Dollars ($500,000), in which event the full amount of such claims shall be actionable.  In no event shall the aggregate liability of Seller to Buyer by reason of a breach of one or more of Seller’s representations exceed the sum of Five Million Dollars ($5,000,000).  In no event shall Seller be liable for any indirect or consequential damages on account of Seller’s breach of any covenant, representation or warranty, or other obligation or liability contained in this Agreement or any certificate, assignment or other document delivered in connection with this Agreement.

(c)          Seller shall use commercially reasonable efforts to obtain and deliver to Buyer prior to the Closing Date a “Tenant Estoppel Certificate” in substantially the form attached hereto as Exhibit I (or as otherwise provided for in the respective Lease) executed by each tenant under a Lease.

(d)          If the purchase and sale of the Property is completed in accordance with this Agreement, Seller shall pay the commission due Broker in accordance with the separate written agreement between Seller and Broker.

6.2          Buyer.  Buyer covenants and agrees with Seller as follows:

(a)          Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 5.2 hereof or in Buyer’s Closing Certificate was untrue or incorrect in any respect when made or that may be caused by any breach by Buyer of any such representation or warranty.

(b)          Except for liabilities retained or incurred by Seller hereunder, from and after the Closing, Buyer shall indemnify, defend and hold harmless Seller and its affiliates and their respective officers, directors, employees and agents from and against all claims, demands, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, first arising or accruing after the Closing based upon, arising out of, in connection with or relating to the Property, including, without limitation, any such that are caused by any failure by Buyer to perform its obligations as the landlord under the Leases or as the Property owner under the Contracts.

6.3          Casualty Damage.  If, before the Closing Date, the Improvements on the Property are damaged by any casualty and the cost to restore such improvements, as reasonably determined by Seller, is more than Twenty-Five Million Dollars ($25,000,000), Buyer shall have the right, by giving notice to Seller within ten (10) business days after Seller gives notice of the occurrence of such casualty to Buyer, to terminate this Agreement, in which event this Agreement shall terminate.  If, before the Closing Date, the Improvements on the Property are damaged by any wholly or partially uninsured casualty and the cost to restore such improvements, as reasonably determined by Seller, is Twenty-Five Million Dollars ($25,000,000) or less, Buyer shall have the right to terminate provided that Seller may void such termination by agreeing to provide a credit to Buyer in the amount of the cost to restore.  If, before the Closing Date, the Improvements on the Property are damaged and Buyer does not have the right to terminate this Agreement, or Buyer has the right to terminate this Agreement pursuant to this Section but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, any insurance proceeds (or, if not theretofore received, the right to receive such proceeds) payable to Seller on account of the damage shall be transferred to Buyer and the amount of any deductible under Seller’s insurance policy to the extent of the restoration cost as reasonably determined by Seller shall be a credit to Buyer against the total Purchase Price.  Seller shall give notice to Buyer reasonably promptly after the occurrence of any damage to the Improvements on the Property by any casualty.  If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this Section 6.3 and the period of ten (10) business days described in this Section 6.3 has expired, and the restoration cost has been determined by Seller.  Nothing in this Section 6.3 shall be deemed to constitute an obligation on the part of Seller to carry or maintain any insurance of any kind whatsoever pertaining to the Property.

6.4          Eminent Domain.  If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property which, as reasonably determined by Buyer, would render the Property unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within ten (10) business days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate.  If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, the condemnation award (or, if not theretofore received, the right to receive such award) payable to Seller on account of the taking shall be transferred to Buyer.  Seller shall give notice to Buyer reasonably promptly after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property.  If necessary, the Closing Date shall be postponed until Seller has given any notice to Buyer required by this Section 6.4 and the period of ten (10) business days described in this Section 6.4 has expired.  For purposes of this Section 6.4, a “material part of the Property” shall mean a part of the Property that would result in a decrease of the value of the Property by Twenty-Five Million Dollars ($25,000,000).  Nothing in this Section 6.4 shall be deemed to constitute an obligation on the part of Seller to carry or maintain any insurance of any kind whatsoever pertaining to the Property.

7.1          Seller.  The obligations of Seller under this Agreement are subject to the satisfaction of all of the conditions set forth in this Section 7.1.  Seller may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing.  After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing.  No such waiver shall constitute a waiver by Seller of any of its rights or remedies if Buyer defaults in the performance of any covenant or agreement to be performed by Buyer under this Agreement or if Buyer breaches any representation or warranty made by Buyer in Section 5.2 hereof or in Buyer’s Closing Certificate.  If any condition set forth in this Section 7.1 is not fully satisfied or waived in writing by Seller, this Agreement shall terminate, and, in such event, the Deposit shall be paid to Seller if and to the extent Seller is entitled to receive the Deposit pursuant to Section 2.3 hereof (and otherwise the Deposit shall be immediately returned to Buyer), and thereafter, the parties shall have no further rights or obligations hereunder except for obligations that expressly survive the termination of this Agreement, but without releasing Buyer from liability if Buyer defaults in the performance of any such covenant or agreement to be performed by Buyer or if Buyer breaches any such representation or warranty made by Buyer before such termination.

(a)          On the Closing Date, Buyer shall have performed all covenants required of Buyer under this Agreement in all material respects.

(b)          On the Closing Date, all representations and warranties made by Buyer in Section 5.2 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Seller shall have received a Buyer’s Closing Certificate (“Buyer’s Closing Certificate”) in the form of Exhibit F attached hereto, certifying to Seller that all of Buyer’s representations and warranties are true and correct in all material respects on and as of the Closing Date.

(c)          On the Closing Date, there shall be no judicial or administrative order against Seller’s consummation of the transactions contemplated herein to be consummated as of the Closing Date as a result of any suit or action instituted by any person unaffiliated with, and not acting on behalf of, Seller or any of Seller’s affiliates.

(d)          Satisfaction of the CPUC Approval Condition.

(e)          On the Closing Date, Buyer shall have executed and delivered to Seller the PG&E Lease, the Utility Access Agreement, and counterparts of any ancillary agreement thereto to which Buyer is to become a party and shall have provided all deliverables and performed all obligations required to be provided or performed by Buyer prior to or at the Closing under the PG&E Lease.

7.2          Buyer.  The obligations of Buyer under this Agreement are subject to satisfaction of all of the conditions set forth in this Section 7.2.  Buyer may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing.  After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing.  No such waiver shall constitute a waiver by Buyer of any of its rights or remedies if Seller defaults in the performance of any covenant or agreement to be performed by Seller under this Agreement or if Seller breaches any representation or warranty made by Seller in Section 5.1 hereof or in Seller’s Closing Certificate.  If any condition set forth in this Section 7.2 is not fully satisfied or waived in writing by Buyer, this Agreement shall terminate, but without releasing Seller from liability if Seller defaults in the performance of any such covenant or agreement to be performed by Seller or if Seller breaches any such representation or warranty made by Seller before such termination.

(a)          On the Closing Date, Seller shall have performed all covenants required of Seller under this Agreement in all material respects.

(b)          On the Closing Date, all representations and warranties made by Seller in Section 5.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date and Buyer shall have received a Seller’s closing certificate (“Seller’s Closing Certificate”) in the form of Exhibit E attached hereto, certifying to Buyer that all of Seller’s representations and warranties are true and correct in all material respects on and as of the Closing Date; provided that if there are any material adverse exceptions, Seller shall have the right, but not the obligation, upon written notice to Buyer, to postpone the Closing Date for up to seven (7) calendar days and to take any action available to Seller that Seller deems appropriate to allow Seller to deliver Seller’s Closing Certificate at the Closing (as so postponed).  If requested, Buyer shall cooperate in good faith with Seller in connection therewith.

(c)          On the Closing Date, there shall be no judicial or administrative order against Buyer’s consummation of the transactions contemplated herein to be consummated as of the Closing Date as a result of any suit or action instituted by any person unaffiliated with, and not acting on behalf of, Buyer or any of Buyer’s affiliates.

(d)          Satisfaction of the CPUC Approval Condition.

(e)          On the Closing Date, the Title Company shall be prepared to issue to Buyer an extended coverage owner’s policy of title insurance (2006 form), with liability equal to the total Purchase Price, insuring Buyer that fee title to the Property is vested in Buyer subject only to the Permitted Exceptions and the usual preprinted exceptions in an extended coverage policy, containing such endorsements as Seller may commit to provide pursuant to Section 1.2(f), and with reinsurance or co-insurance in an amount equal to fifty percent (50%) of the Purchase Price (the “Title Policy”).

As used herein, the “CPUC Approval Condition” shall mean receipt of CPUC Approval in a form acceptable to Seller in its sole and absolute discretion, including approval of the proposed accounting and ratemaking treatment of the sale.  Notwithstanding anything to the contrary in Section 7.1 or Section 7.2, the CPUC Approval Condition may not be waived by either party.

8.1          Procedure.  Seller and Buyer shall cause the following to occur at the Closing on the Closing Date:

(a)          The Title Company shall be unconditionally prepared to record in the Office of the San Francisco County Recorder in the State of California:  (i) the Deed for the Real Property, duly executed and acknowledged by Seller, and (ii) the Transformer Room Agreement covering portions of the Property (the “Utility Access Agreement”) in the form of Exhibit J attached hereto, duly executed and acknowledged by Buyer and Seller.

(b)          Seller shall date as of the Closing Date, execute and deliver to Buyer:  (i) the Assignment of Leases; (ii) the Bill of Sale; (iii) the Assignment of Contracts; (iv) a Certificate of Non-Foreign Status in the form of Exhibit G attached hereto; (v) Seller’s Closing Certificate; (vi) the lease agreement for portions of the Property (the “PG&E Lease”) in the form of Exhibit H attached hereto, and (vii) such other documents as are reasonably necessary to effectuate the sale of the Property to Buyer (including any state, county or city transfer tax declarations).

(c)          Buyer shall date as of the Closing Date, execute and deliver to Seller:  (i) the Assignment of Leases; (ii) the Assignment of Contracts; (iii) Buyer’s Closing Certificate; (iv) the PG&E Lease; and (v) such other documents as are reasonably necessary to effectuate the sale of the Property to Buyer (including any state, county or city transfer tax declarations).

(d)          Buyer shall pay to Seller the Purchase Price in cash in immediately available funds in accordance with Section 2.1 hereof; provided, however, Buyer shall deliver such funds to the Title Company no later than one (1) business day prior to the Closing Date.

8.2          Possession.  Subject to the PG&E Lease and the Leases, Seller shall transfer possession of the Property to Buyer on the Closing Date.  Seller shall, on the Closing Date, deliver to Buyer the Leases, Contracts, Permits and any other plans and specifications, certificates, licenses and approvals relating to the Property in the possession of Seller, which shall become the property of Buyer on the Closing Date.  On the Closing Date, Seller shall send letters to the Tenants notifying them that the Property has been sold to Buyer and directing them to pay future rent and other charges to Buyer at the address to be furnished by Buyer.

8.3          Closing Costs.  Seller shall pay (i) one-half of any escrow fees, and (ii) for any city and county transfer taxes arising from the transaction contemplated hereby.  Buyer shall pay (i) the cost of recording the Deed, (ii) the cost of the premium for the Title Policy, including any upgrades, endorsements, coinsurance and reinsurance to the Title Policy, including the cost of extended coverage over general exceptions, (iii) one-half of any escrow fees, and (iv) the cost of any updates to the Survey.  Any other closing costs shall be paid in accordance with local custom.

8.4          Prorations.  Prior to the Closing, Seller shall provide to Buyer a draft proration schedule and information and verification reasonably necessary to support such prorations schedule.  Buyer and Seller shall use reasonable efforts to finalize as many items on such proration schedule as possible before the Closing.  The items in subparagraphs (a) through (d) of this Section 8.4 shall be prorated between Seller and Buyer based on the actual number of days in the applicable period, as of the end of day immediately preceding the Closing Date, with Seller being entitled to income and obligated for expenses attributable to the period prior to the Closing Date, and Buyer being entitled to the income and obligated for expenses attributable to the Closing Date and thereafter.

(a)          Real Estate Taxes and Assessments.  Seller or Buyer, as the case may be, shall be allocated current general and special real estate taxes, bond interest (if applicable), assessments, improvement district assessments (including, any assessments imposed by private covenant) and similar items (“Taxes”) applicable to Buyer’s period of ownership or applicable to Seller’s period of ownership, respectively, even if such Taxes are not yet due and payable.  Buyer expressly acknowledges that Seller, as a regulated public utility, pays Taxes on the Property as assessed by the California State Board of Equalization (the “SBE”) as of January 1 of each year.  Once the Property is so assessed, Seller automatically is obligated to pay Taxes thereon for the subsequent fiscal year commencing the following July 1.  At the Closing, Taxes shall be prorated between Seller and Buyer, with Seller responsible for all Taxes allocable to the period before Closing, and Buyer responsible for all Taxes allocable to the period on and after Closing and Seller shall receive a credit for any amounts that Seller has become obligated to pay to the SBE (except to the extent that Buyer is obligated to pay Taxes for the same period of time to the City and County of San Francisco such that Buyer would be exposed to the payment of double Taxes).  Buyer shall cooperate with Seller and the SBE to complete any documentation necessary to transfer the assessment process out of the SBE jurisdiction and terminate the assessment of Taxes by the SBE.  The obligations of the parties under this Section 8.4(a) shall survive Closing.

(b)          Rent.  Buyer shall receive a credit for any rent and other income (and any applicable state or local tax on rent), including operating expenses and other pass-through expenses, under the Leases collected by Seller before the Closing that apply to any period after the Closing.  Uncollected rent and other uncollected income shall not be prorated at the Closing.  After the Closing, Buyer shall apply all rent and income collected by Buyer from the Tenants, unless such Tenant properly identifies the payment as being for a specific item, first to Tenant’s monthly rental for the then current month, second to the Tenant’s monthly rental for the month in which the Closing occurred and then to arrearages in the reverse order in which they were due, remitting to Seller, after deducting any actual out-of-pocket collection costs, any rent properly allocable to Seller’s period of ownership.  Buyer shall bill and attempt to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages.  Any rent or other income received by Buyer after the Closing that is owed to Seller shall be held in trust and remitted to Seller promptly after receipt.  All Tenant security deposits (and interest thereon if required by law or contract to be earned thereon) shall be transferred or credited to Buyer at the Closing.  Any letters of credit or other non-cash Tenant security deposits held by Seller shall be transferred and re-issued to Buyer.  As of the Closing, Buyer shall assume Seller’s obligations related to Tenant security deposits, but only to the extent they are properly credited and transferred to Buyer.

(c)          Contracts and Operating Expenses.  Seller or Buyer, as the case may be, shall receive a credit for regular charges under the Contracts and for operating expenses, paid and applicable to Buyer’s period of ownership or payable and applicable to Seller’s period of ownership, respectively.

(d)          Utilities.  Without duplication of the apportionment for operating expense pass-throughs, unreimbursed charges for assessments for sewer and water and other utilities, including charges for consumption of electricity, steam and gas and any other receipts or charges, as applicable, shall be apportioned by Buyer and Seller within four (4) weeks after the Closing.  Seller shall use reasonable efforts to have all meters read as close to, but before, the Closing as is feasible, and shall be responsible for amounts shown due by reason of such readings.

8.5          Post-Closing Access.  Seller may inspect Buyer’s books and records related to the Property to confirm the proration calculations as provided in Section 8.5 above.  For a period of at least one (1) year after the Closing, upon reasonable prior notice and during normal business hours, Buyer shall provide Seller and Seller’s designated accountants and auditors with access to the books and records of the Property and all similar information relating to the period prior to the Closing Date.

9.1          Notices.  All notices and other communications under this Agreement shall be properly given only if made in writing and (i) mailed by certified mail, return receipt requested, postage prepaid, or (ii) delivered by hand (including messenger or recognized delivery, courier or air express service), or (iii) by facsimile or email (accompanied by telephonic notice) provided however, that if such communication is given via facsimile transmission or email, an original counterpart of such communication shall concurrently be sent in the manner specified in item (ii) above, to the party at the address set forth in this Section 9.1 or such other address as such party may designate by notice to the other party pursuant to this Section 9.1.  Such notices and other communications shall be effective on the date of receipt (evidenced by the certified mail receipt) if mailed, on the date of such hand delivery if hand delivered, on the date of facsimile confirmation (provided that the foregoing requirements in connection with such facsimile are satisfied) or on the date the email is sent, provided that the sender does not receive any failure of delivery notice (provided that the foregoing requirements in connection with such email are satisfied).  If any such notice or other communication is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice or other communication shall be effective on the date delivery is attempted.  Any notice or other communication under this Agreement may be given on behalf of a party by the attorney for such party.

(a)          The address of Seller:

(b)          The address of Buyer is:

9.2          Attorneys’ Fees.  If there is any legal action or proceeding between Seller and Buyer arising from or based on this Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees and expenses, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith.  If such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees and expenses shall be included in and as a part of such judgment.

9.3          Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

9.4          Construction.  Seller and Buyer acknowledge that each party and its counsel have reviewed and revised this Agreement and that the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document executed and delivered by either party in connection with the transactions contemplated by this Agreement.  The captions in this Agreement are for convenience of reference only and shall not be used to interpret this Agreement.

9.5          Terms Generally.  The defined terms in this Agreement shall apply equally to both the singular and the plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The term “person” includes individuals, corporations, partnerships, limited liability companies, trusts, other legal entities, organizations and associations, and any government or governmental agency or authority.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The words “approval,” “consent” and “notice” shall be deemed to be preceded by the word “written.”

9.6          Further Assurances.  From and after the Effective Date, Seller and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement in accordance with this Agreement.

9.7          Partial Invalidity.  If any provision of this Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall remain in full force and effect without such invalid, illegal or unenforceable provision.

9.8          Waivers.  No waiver of any provision of this Agreement or any breach of this Agreement shall be effective unless such waiver is in writing and signed by the waiving party and any such waiver shall not be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement.

9.9          Miscellaneous.  The Exhibits and Schedules attached to this Agreement are by this reference incorporated herein and made a part of this Agreement.  Neither Seller nor Buyer shall make any public announcement of this Agreement or the transactions contemplated by this Agreement without the prior consent of the other, unless any such announcement is reasonably necessary to comply with applicable law.  Buyer shall not assign or transfer this Agreement, or any interest in or part of this Agreement, without the prior consent of Seller, which Seller may withhold in its sole and absolute discretion, except that Buyer may assign this Agreement with notice to, but without the consent of, Seller to an entity or entities that is or are affiliated with Buyer that have been formed by Buyer for the purpose of taking title to the Property.  No such assignment or transfer shall release Buyer from any obligation or liability under this Agreement.  Subject to the foregoing, this Agreement shall benefit and bind Seller and Buyer and their respective personal representatives, heirs, successors and assigns.  This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same Agreement.  This Agreement may not be amended or modified except by a written agreement signed by Seller and Buyer.  This Agreement and the Confidentiality Agreement constitute the entire and integrated agreement between Seller and Buyer relating to the purchase and sale of the Property, and this Agreement supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect to the sale of the Property.

9.10          Time is of the Essence.  Subject to the express Closing extension rights included herein, time is of the essence of this Agreement.  In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which the period of time runs shall be excluded, and the last day of such period shall be included, unless it is not a business day, in which case the period shall be deemed to run until the end of the next day which is a business day.

9.11          Electronic Signatures.  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  The words “execution”, “signed” and “signature” and words of like import in this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “.pdf”, “.tif” or “.jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).  The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, any state law based on the Uniform Electronic Transactions Act and the Uniform Commercial Code.

9.12          Exculpation.  No constituent shareholder, member or partner in or agent of Seller or Buyer, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, member, manager, partner, participant, representative or agent of any partnership, limited liability company, corporation, trust or other entity that has or acquires a direct or indirect interest in Seller or Buyer, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times.  Each party and its successors and assigns and, without limitation, all other persons, shall look solely to the other party’s assets for the payment of any claim or for any performance, and each party, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

9.13          Joint and Several Obligations.  If more than one person is included within the party designated hereinabove as Buyer, then each of the obligations imposed upon such party under this Agreement shall be the joint and several obligations of each of such persons.

9.14          Business Day.  For purposes of this Agreement, the term “business day” shall mean Monday through Friday, inclusive, but excluding any day which is recognized as a legal holiday by the State of California or the United States.  If this Agreement specifies a day or date by which a certain action is to be taken or notice to be given (e.g., the Effective Date, or a specific calendar day), then the action to be taken or notice to be given must be completed by 5:00 p.m. (Pacific time) on such date; provided, however, whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time (or by a particular date) that ends (or occurs) on a non-business day, then such period (or date) shall be extended until the immediately following business day.

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first hereinabove written.

	SELLER:	Pacific Gas and Electric Company, a California corporation
		By:	/s/ Julius Cox
		Name:	Julius Cox
		Title:	Executive Vice President, People, Shared Services, and Supply Chain, Pacific Gas and Electric Company
	BUYER:	Hines Atlas US LP, a Delaware limited partnership
		[●]
		By:	/s/ Richard Heaton
		Name:	Richard Heaton
		Title:	Chief Legal Officer

Title Company acknowledges receipt of the Deposit in the amount of Twenty Million Dollars ($20,000,000.00) and a copy of this Agreement executed by both Buyer and Seller.

          For valuable consideration, receipt of which is acknowledged Pacific Gas and Electric Company, a California corporation hereby grants to [____________________], a [____________________], the real property located in the City and County of San Francisco, described in Exhibit A attached hereto and made a part hereof, together with the tenements, easements, rights of way and appurtenances belonging or in any way appertaining to the same, and the improvements thereon, subject to all matters of record.

THIS ASSIGNMENT OF LEASES (this “Assignment”), made as of ___________, ___, by and between ________________, a ________________ (“Seller”), and _________________, a ___________________ (“Buyer”),

For valuable consideration, receipt of which is acknowledged, Seller and Buyer agree as follows:

1.          Assignment and Assumption.

(a)          Seller hereby assigns and transfers to Buyer all right, title and interest of Seller in, to and under the leases, lease amendments, lease guaranties, work letter agreements, improvement agreements, subleases, assignments, licenses, concessions and other agreements (the “Leases”) described in Exhibit 1 attached hereto and made a part hereof.

(b)          Buyer hereby accepts the foregoing assignment, and assumes, agrees to perform all of the covenants and agreements in the Leases to be performed by the landlord thereunder that arise or accrue from and after the date of this Assignment.

3.          Further Assurances.  Seller and Buyer agree to execute such other documents and perform such other acts as may be reasonably necessary or proper and usual to effect this Assignment.

4.          Governing Law.  This Assignment shall be governed by and construed in accordance with the laws of the State of California.

5.          Successors and Assigns.  This Assignment shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective personal representatives, heirs, successors and assigns.

6.          Counterparts.  This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Signature pages may be detached from the counterparts and attached to a single copy of this Assignment to physically form one document.

IN WITNESS WHEREOF, Seller and Buyer have executed this Assignment as of the date first hereinabove written.

For valuable consideration, receipt of which is acknowledged, Pacific Gas and Electric Company, a California corporation (“Seller”), hereby sells, assigns, transfers and delivers to ______________, a ______________ (“Buyer”), all of Seller’s right, title and interest in and to all improvements, furniture, furnishings, trade fixtures, building systems and equipment, the personal property, tangible or intangible, owned by Seller and relating to or used in connection with the operation of the real property described on Exhibit 1 attached hereto or the leasehold property described on Exhibit 2 attached hereto, but excluding those items described in Exhibit 3 attached hereto (the “Personal Property”).

SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE PERSONAL PROPERTY THAT HAS BECOME ANY BASIS OF THIS BARGAIN, AND FURTHER, SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE PERSONAL PROPERTY THAT WOULD CONFORM TO ANY SUCH AFFIRMATION OR PROMISE.  SELLER DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE WHATEVER WITH RESPECT TO THE PERSONAL PROPERTY.  THE PERSONAL PROPERTY IS SOLD ON AN “AS IS” BASIS.

Dated:  ____________.

THIS ASSIGNMENT OF CONTRACTS (the “Assignment”), made as of ___________, ____, by and between Pacific Gas and Electric Company, a California corporation (“Seller”), and __________________, a __________________ (“Buyer”),

For valuable consideration, receipt of which is acknowledged, Seller and Buyer agree as follows:

1.          Assignment and Assumption.

(a)          Seller hereby assigns and transfers to Buyer all right, title and interest of Seller in, to and under the contracts (the “Contracts”) described in Exhibit 1 attached hereto and made a part hereof and all warranties, guarantees, building permits, certificates of occupancy, and other certificates, permits, licenses and approvals associated with the property described in Exhibit 2 (to the extent assignable).

(b)          Buyer hereby accepts the foregoing assignment, assumes and agrees to perform all of the covenants and agreements in the Contracts to be performed by Seller thereunder that arise or accrue from and after the date of this Assignment.

2.          Further Assurances.  Seller and Buyer agree to execute such other documents and perform such other acts as may be reasonably necessary or proper and usual to effect this Assignment.

3.          Governing Law.  This Assignment shall be governed by and construed in accordance with the laws of the State of California.

4.          Successors and Assigns.  This Assignment shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective personal representatives, heirs, successors and assigns.

5.          Counterparts.  This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Signature pages may be detached from the counterparts and attached to a single copy of this Assignment to physically form one document.

IN WITNESS WHEREOF, Seller and Buyer have executed this Assignment as of the date first hereinabove written.

For valuable consideration, receipt of which is acknowledged, __________, a __________ (“Seller”), hereby certifies to ___________________, a _______________ (“Buyer”), that all representations and warranties made by Seller in Section 5.1 of the Purchase Agreement dated ________________, ______, between Seller and Buyer (the “Purchase Agreement”) are true and correct in all material respects on and as of the date of this Certificate except for any changes that are not materially adverse and any changes in the list of Leases attached to the Assignment of Leases from Schedule 2 attached to the Purchase Agreement or in the list of Contracts attached to the Assignment of Contracts from Schedule 4 attached to the Purchase Agreement.  This Certificate is executed by Seller and delivered to Buyer pursuant to the Purchase Agreement.

Dated:  ____________.

For valuable consideration, receipt of which is acknowledged, ___________________, a _________________ (“Buyer”), hereby certifies to __________________, a ____________ “Seller”), that all representations and warranties made by Buyer in Section 5.2 of the Purchase Agreement dated _____________, ______, between Seller and Buyer (the “Purchase Agreement”) are true and correct in all material respects on and as of the date of this Certificate except for any changes that are not materially adverse.  This Certificate is executed by Buyer and delivered to Seller pursuant to the Purchase Agreement.

Dated:  ____________.

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.  For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity.  To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Pacific Gas and Electric Company, a California corporation (“Seller”), the undersigned hereby certifies the following on behalf of Seller:

1.          Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2.          Seller is not a disregarded entity as defined in Income Tax Regulations section 1.1445-2(b)(2)(iii).

3.          Seller’s U.S. employer identification number is _____________; and

4.          Seller’s office address is ______________________________.

Seller understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Seller.

[insert address]

The undersigned, Tenant under the above-described lease (the “Lease”), hereby certifies to Seller and Buyer as of the date hereof the following:

          Tenant acknowledges the right of Seller, Buyer, and any lender to Buyer contemplating holding a security interest in the Building and its future assignee, if any, to rely upon the statements and representations of Tenant contained in this Certificate and further acknowledges that any purchase by Buyer of the property that includes the Premises and the Building, and any loan by a lender taking a security interest in the Building will be made and entered into in material reliance on this Certificate.

This Transformer and Gas Room Agreement (“Agreement”) is made by and between ______________ (“Owner”) and PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (“PG&E”), on this _________________ day of ____________, 20__.

A.          Owner is the owner of that certain parcel of land, situated in the City and County of San Francisco, State of California more particularly described on Exhibit A (the “Property”).

B.          PG&E supplies gas and electric service to Owner in accordance with its applicable rates and rules established from time to time and on file with the California Public Utilities Commission (“CPUC”).

C.          In order for PG&E to supply and/or Owner to receive such services, PG&E has installed and will need to utilize and access: (i) transformer(s), including any necessary switches, capacitors and electric protective equipment where required within the areas on the Property and/or adjacent to the Property as depicted on Exhibit B (collectively, and including the Rooftop Equipment defined below, each a “Vault” and collectively, the “Vaults”), and (ii) meter(s) or regulator(s) within room(s) or vault(s) on the Property as depicted on Exhibit B (each a “Gas Meter Room” and collectively, the “Gas Meter Rooms”) in accordance with PG&E’s tariff rules (the “Tariff Rules”) and the terms and conditions of this Agreement.

NOW THEREFORE,cin return for the consideration, covenants, and promises contained in this Agreement, the parties agree as follows:

1.          Gas Meter Rooms and Vaults.  Owner shall own and maintain the Gas Meter Rooms and the Vaults and shall meet PG&E’s specifications for such things as access, ventilation, drainage, grounding system, etc. in accordance with the Tariff Rules.  PG&E’s specifications are currently set forth in the following: (a) as pertaining to the Gas Meter Rooms, the Gas Design Standard J-16 entitled “Gas Meter Room” contained in Appendix C of PG&E’s Electric and Gas Service Requirements (Greenbook) which is incorporated herein and made part hereof by reference; (b) as pertaining to the Vaults that are for network facilities, PG&E’s Electrical Design Standard Document No. 236442 which is incorporated herein and made a part hereof by reference; and (c) as pertaining to the Vaults that are for radial facilities. PG&E’s Engineering Document No. 057521 entitled “Pad-Mounted Transformer Installed Indoors” contained in Appendix C of PG&E’s Electric and Gas Service Requirements (Greenbook) which is incorporated herein and made part hereof by reference.

2.          Rooftop Equipment. PG&E has installed rooftop transformers at locations on the Property where it cannot use its standard transformer lifting equipment and special lifting facilities are required to install or remove the transformer(s) (the “Rooftop Equipment”). This Rooftop Equipment are depicted on Exhibit B.   Owner shall, at its expense, (a) furnish, install, own and maintain permanent lifting facilities and be responsible for lifting the Rooftop Equipment to and from the permanent position, or (b) provide (or pay for) portable lifting facilities acceptable to PG&E for installing or removing such Rooftop Equipment in accordance with the Tariff Rules.   Owner acknowledges and agrees that all risers and equipment therein to and from the Rooftop Equipment are the Owner and PG&E shall have no responsibility thereof.

3.          Electricity Load. Owner covenants and agrees that the installation of the Vaults is designed to meet the initial load and demand of electric service to supply the Owner and the Property.  In the event additional electric service capacity is needed to serve the Owner and the Property, at PG&E’s determination, Owner shall provide additional space in room(s) or vault(s) for PG&E’s equipment and comply with the requirements in this Agreement and the Tariff Rules.

4.          Access. Owner shall provide PG&E with unrestricted access to and from the Gas Meter Rooms and the Vaults and access shall comply generally with the Tariff Rules. To the extent roof access is restricted by keys or other locks, Owner agrees to place lock boxes by the locked doors with key access to allow for access to and from the Vaults.

5.          Changes. Any changes or additions to the Gas Meter Rooms or Vaults shall be made only after PG&E’s written approval.  Owner’s access to the Gas Meter Rooms or Vaults shall be for the limited purpose of performing any necessary maintenance and shall be under PG&E’s supervision.   Access to the Gas Meter Rooms and Vaults shall be in accordance with the Work Procedures and Operating Procedures established by the applicable Cal/OSHA regulations governing high-voltage systems in Title 8 of the California Code of Regulations.

6.          Tariff Rules.  Owner further agrees to a continuing obligation to comply with the Tariff Rules as the same may from time to time be amended or modified by the CPUC.

7.          Termination of Services.  In the event that Owner discontinues services from PG&E, Owner and PG&E shall negotiate an easement, reasonably satisfactory to PG&E regarding PG&E’s continued operation and maintenance of certain equipment located in the Vaults on the Property that serve properties other than the Property.

8.          Counterparts; Successors. This document may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.  The provisions hereof shall inure to the benefit of and bind the successors and assigns of the respective parties hereto, and all covenants shall apply to and run with the Property.

[Notaries to be inserted]

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN FRANCISCO, IN THE COUNTY

OF SAN FRANCISCO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

LOT 19, AS SHOWN UPON SAID PARCEL MAP, BEING A MERGER OF LOTS 14A AND 18, BEING A

PORTION OF ASSESSOR’S BLOCK NO. 3711, ALSO BEING A PORTION OF 100 VARA BLOCK NO. 329, SAN

FRANCISCO, CALIF., WHICH WAS FILED FOR RECORD ON JULY 27, 1995, IN BOOK 42 OF PARCEL MAPS,

AT PAGE 85, IN THE CITY AND COUNTY OF SAN FRANCISCO.

PARCEL 2:

BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF MAIN STREET, DISTANT THEREON 183.333

FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF MISSION STREET; RUNNING THENCE

NORTHWESTERLY AND ALONG SAID LINE OF MAIN STREET, 46.233 FEET TO A POINT THAT MEASURES

320.833 FEET FROM THE SOUTHEASTERLY LINE OF MARKET STREET; THENCE AT A RIGHT ANGLE

SOUTHWESTERLY 137.833 FEET TO A POINT 137.500 FEET FROM THE NORTHEASTERLY LINE OF

BEALE STREET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY 46.233 FEET; THENCE AT A RIGHT

ANGLE NORTHEASTERLY 137.833 FEET TO THE POINT OF BEGINNING.

BEING ALL OF BEACH AND WATER LOT NO. 617, IN BLOCK NO. 329.

PARCEL 3:

BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF MAIN STREET, DISTANT THEREON 137

FEET AND 6 INCHES NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF MISSION STREET;

RUNNING THENCE NORTHWESTERLY AND ALONG SAID LINE OF MAIN STREET, 45.833 FEET; THENCE

AT A RIGHT ANGLE SOUTHWESTERLY 137.833 FEET TO A POINT 137.500 FEET FROM THE

NORTHEASTERLY LINE OF BEALE STREET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY 45.833 FEET;

THENCE AT A RIGHT ANGLE NORTHEASTERLY 137.833 FEET TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 329.

PARCEL 4:

BEGINNING AT A POINT ON THE NORTHEASTERLY LINE OF BEALE STREET, DISTANT THEREON 229.160

NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF MISSION STREET; RUNNING THENCE

NORTHWESTERLY ALONG SAID LINE OF BEALE STREET, 45.906 FEET TO A POINT 275.333 FEET FROM

THE SOUTHEASTERLY LINE OF MARKET STREET; THENCE AT A RIGHT ANGLE NORTHEASTERLY

137.500 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY 45.906 FEET; AND THENCE AT A RIGHT

ANGLE SOUTHWESTERLY 137.500 FEET TO THE POINT OF BEGINNING.

BEING A PART OF 100 VARA BLOCK NO. 329.

PARCEL 5:

BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHWESTERLY LINE OF MISSION STREET

WITH THE SOUTHWESTERLY LINE OF MAIN STREET; RUNNING THENCE SOUTHWESTERLY ALONG

SAID LINE OF MISSION STREET, 45 FEET AND 10 INCHES; THENCE AT A RIGHT ANGLE

NORTHWESTERLY 137 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE NORTHEASTERLY 45 FEET

AND 10 INCHES TO THE SOUTHWESTERLY LINE OF MAIN STREET; AND THENCE AT A RIGHT ANGLE

SOUTHEASTERLY ALONG SAID LINE OF MAIN STREET 137 FEET AND 6 INCHES TO THE POINT OF

BEGINNING.

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF MISSION STREET, DISTANT THEREON 45

FEET AND 10 INCHES SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF MAIN STREET;

RUNNING THENCE SOUTHWESTERLY AND ALONG SAID LINE OF MISSION STREET, 45 FEET AND 10

INCHES; THENCE AT A RIGHT ANGLE NORTHWESTERLY 137 FEET AND 6 INCHES; THENCE AT A RIGHT

ANGLE NORTHEASTERLY 45 FEET AND 10 INCHES; THENCE AT ARIGHT ANGLE SOUTHEASTERLY 137

FEET AND 6 INCHES TO THE POINT OF BEGINNING.

BEING PART OF 100 VARA BLOCK NO. 329.

PARCEL 7:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF MISSION STREET, DISTANT THEREON

91.667 FEET SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF MAIN STREET; RUNNING

THENCE SOUTHWESTERLY ALONG SAID LINE OF MISSION STREET, 46.196 TO A POINT ON THE

NORTHWESTERLY LINE OF MISSION STREET THAT MEASURES 137.500 FEET FROM THE

NORTHEASTERLY LINE OF BEALE STREET; THENCE AT A RIGHT ANGLE NORTHWESTERLY 137.500

FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY 46.196; THENCE AT A RIGHT ANGLE

SOUTHEASTERLY 137.500 FEET TO THE POINT OF

BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 329.

PARCEL 8:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF MISSION STREET, DISTANT THEREON 91

FEET AND 6 INCHES NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF BEALE STREET;

RUNNING THENCE NORTHEASTERLY AND ALONG SAID LINE OF MISSION STREET, 46 FEET; THENCE

AT A RIGHT ANGLE NORTHWESTERLY 137 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE

SOUTHWESTERLY 46 FEET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY 137 FEET AND 6 INCHES TO

THE POINT OF BEGINNING.

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF MISSION STREET, DISTANT THEREON 46

FEET AND 6 INCHES NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF BEALE STREET;

RUNNING THENCE NORTHEASTERLY AND ALONG SAID LINE OF MISSION STREET, 45 FEET; THENCE

AT A RIGHT ANGLE NORTHWESTERLY 137 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE

SOUTHWESTERLY 45 FEET; AND THENCE AT A RIGHT ANGLE SOUTHEASTERLY 137 FEET AND 6

INCHES TO THE POINT OF BEGINNING.

BEING PART OF 100 VARA BLOCK NO. 329.

PARCEL 10:

BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY LINE OF BEALE STREET WITH

THE NORTHWESTERLY LINE OF MISSION STREET; RUNNING THENCE NORTHEASTERLY ALONG SAID

LINE OF MISSION STREET, 46 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE NORTHWESTERLY 137

FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE SOUTHWESTERLY 46 FEET AND 6 INCHES TO THE

NORTHEASTERLY LINE OF BEALE STREET; AND THENCE AT A RIGHT ANGLE SOUTHEASTERLY ALONG

SAID LINE OF BEALE STREET 137 FEET AND 6 INCHES TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 329.

PARCEL 11:

BEGINNING AT A POINT ON THE NORTHEASTERLY LINE OF BEALE STREET, DISTANT THEREON 137

FEET AND 6 INCHES NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF MISSION STREET;

RUNNING THENCE NORTHWESTERLY ALONG SAID LINE OF BEALE STREET, 91 FEET AND 8 INCHES;

THENCE AT A RIGHT ANGLE NORTHEASTERLY 137 FEET AND 6 INCHES; THENCE AT ARIGHT ANGLE

SOUTHEASTERLY 91 FEET AND 8 INCHES; THENCE AT A RIGHT ANGLE SOUTHWESTERLY 137 FEET

AND 6 INCHES TO THE POINT OF BEGINNING.

BEING A PART OF 100 VARA BLOCK NO. 329.

PARCEL 12:

COMMENCING AT THE POINT OF INTERSECTION OF THE NORTHERLY LINE OF BEALE STREET WITH

THE WESTERLY LINE OF MISSION STREET; THENCE, RUNNING WESTERLY ALONG SAID NORTHERLY

LINE OF MISSION STREET, A DISTANCE OF 229.167 FEET TO THE POINT OF BEGINNING; THENCE, AT A

RIGHT ANGLE NORTHERLY, A DISTANCE OF 137.500 FEET; THENCE, AT A RIGHT ANGLE WESTERLY, A

DISTANCE OF 0.406 FEET; THENCE, AT A RIGHT ANGLE SOUTHERLY, A DISTANCE OF 137.500 FEET;

THENCE, AT A RIGHT ANGLE EASTERLY, A DISTANCE OF 0.406 FEET TO THE POINT OF BEGINNING.

BEING A PART OF 100 VARA BLOCK NO. 329.

APN:  LOTS 005, 006, 007, 008, 009, 010, 011, 012, 013, 014, AND 019 (formerly Lots 014A & 018), BLOCK 3711

CITIBANK

Dr. Szeto

Mojan Cleaners

PSCU

Sprig Café

Wells Fargo ATM

Antenna Omnipoint Communication/ TMobile

Extenet Systems