PUT AGREEMENT

This Agreement is executed by and between ________________ ("A"), and ____________________ ("B").

WITNESSETH:

WHEREAS, by separate agreement "B" provides services to _________ _______________ , a Delaware corporation ("C") at various facilities operated and managed by "C"; and

WHEREAS, to induce "A" to enter into a certain Building Lease and Equipment Lease of even date herewith under which "C" will be the subtenant and will operate a office center at _________________ , "B" has agreed, subject to the terms and conditions as hereinafter provided, to purchase "A"’s leasehold estate, improvements, and equipment at such location in the event "A" elects to exercise its "put" as hereinafter described.

NOW, THEREFORE, for good and valuable considerations, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto hereby agree as follows:

1. Put. In the event at any time "C" is in default under the Building Lease and/or the Equipment Lease (hereinafter sometimes collectively called the "Leases"), which default is not cured within any applicable grace period provided in such Leases, or if one or both of the Leases shall be terminated by virtue of condemnation or the failure to timely rebuild after a casualty, or if that certain Ground Lease and Amendment No. 1 thereto, both dated as of , with "D", as Landlord , "A" shall have the option to require "B" to purchase the leasehold estate, buildings, and improvements (collectively, the "Leasehold") described in the Building Lease, and the equipment and personal property (collectively, the "Equipment") described in the Equipment Lease, by serving written notice of such exercise at any time within 90 days from the date of "A"’s written notice to "C" (which may be given at any time prior to or concurrently with the aforesaid notice to "B") describing such default. Upon the exercise of such option, the consummation of the assignment and conveyance of the Leasehold and the Equipment to "B" or its assignee or nominee shall be in accordance with the following terms and conditions:

(a) The closing shall be the date as specified in "A"’s notice to "B" (but not sooner than 60 days after the date of such notice); provided, however, that the failure of "A" or its lender to timely close shall not relieve "B" of its obligations to purchase as herein described.

(b) If "A" exercises its option, the purchase price, payable in full by "B" at closing, shall be $________ [insert "Investment"], plus any delinquent cent due under the Leases to the date of closing. provided, however, that if such option is exercised as a result of a termination of the Building Lease by virtue of condemnation or the failure to timely rebuild after a casualty, "B" shall receive a credit against the aforesaid purchase price in an amount equal to the total condemnation award or insurance proceeds, as the case may be, actually received by "A" from such condemnation or casualty.

If "A" exercises its option, the Leasehold shall be assigned and conveyed by an assignment and acceptance form in recordable form, subject only to the Building Lease and the matters contained in Appendix 1 hereto. "A" shall, at "B"’s expense, provide "B" with a leasehold title insurance policy issued by the First American Title Insurance Company or other title company licensed in ___________ subject only to the matters described herein and to the standard exceptions contained in such policies. Title to the Equipment shall be conveyed by Bill of Sale subject to no liens or encumbrances except for those resulting from the acts of "C" or "B" or anyone claiming by, through or under said parties.

(d) "B" shall pay all title, recording, mortgage tax, stamp and other charges relating to the transaction.

2. Reliance. "B" hereby acknowledges and agrees that this Agreement is required by "A" as a condition precedent and inducement to "A" to enter into the Leases with "C". "B" further acknowledges that it will be to its financial interest and benefit to have "C" enter into such Leases.

3. Remedies Cumulative. In no event shall this Agreement, or the exercise by "A" of its option hereunder, be interpreted or construed to exclude or suspend any other remedy available to "A" under the Building Lease and/or the Equipment Lease, and this Agreement (and any exercise by "A" of its option hereunder) shall be deemed cumulative and in addition to every other right and remedy available under such Leases and at law or in equity. In no event shall "C" be deemed a third party beneficiary of this Agreement.

4. Authority. "B" hereby represents and warrants that it has the right, power and authority to enter into this Agreement and that no agreements exist to which "B" is a party, or which are binding on "B", which prohibit "B" from executing this Agreement or with which this Agreement is in conflict.

5. Assignment. This Agreement, and "A"’s option hereunder (in whole or in part), may be assigned by "A" to any lender as collateral or otherwise, or any successor owner of the Leasehold and/or Equipment with the consent o£ "A"’s lender, and any outright assignment shall fully release "A" from all obligations and covenants hereunder pertaining to the portion so assigned. In the event "A" shall assign its rights hereunder to a lender, and "B" receives notice of such assignment, then until such time as "B" receives notice from said lender that the assignment is released, this Agreement may not be modified, terminated or amended without the prior written approval of such lender. All rights of "A" hereunder may be exercised by "A"’s lender in its own name or in the name of "A". "B" may assign this Agreement, but any such assignment shall not release or relieve "B" or any of its partners from its obligations and covenants hereunder. This Agreement shall be binding upon and shall inure to the benefit of any successors or assigns of the parties hereto.

6. Term of Agreement. This Agreement shall automatically terminate on the 20th annual anniversary date of the last day of the month in which the commencement date under the Building Lease occurs, and upon such termination neither party shall have any further obligation or liability to the other hereunder.

7. Time of Essence. Time is of the essence of this Agreement, and all provisions herein relating thereto shall be strictly construed.

8. Captions. The captions of this Agreement are for convenience only and are not to be construed as defining or limiting in any way the scope or intent of the provisions hereof.

9. Notices. Any notice required to be sent hereunder shall be deemed served and given if mailed by registered or certified U.S. mail, postage prepaid, return receipt requested, addressed to the parties as follows (or to such other address as may be designated by a party in a written notice sent to the other party in accordance with the terms hereof):

(Insert Notice Provisions)

Copies of all notices shall be sent to "A"’s lender provided that "B" is advised of such lender’s name and address.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this ____ day of _________ , 19___ .

(Add Signature Lines and Acknowledgments)