EX-10.26



 






EXHIBIT 10.26

EXECUTION COPY




     THIS MANAGEMENT AGREEMENT (this “Management Agreement”) is dated as of June 4, 2004 and
entered into by and between Triple Net Investment Company LLC, a Delaware limited liability company
(the “Company”), and Lexington Realty Advisors, Inc., a Delaware corporation (the “Asset Manager”).



     WHEREAS, the Company owns or will own net-leased real estate properties in the United States
of America (collectively, the “Qualified Properties”); and



     WHEREAS, the Company desires to have the Asset Manager undertake the duties and
responsibilities hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the Company and the Asset Manager agree as follows:



     1. Definitions. Unless otherwise defined herein, capitalized terms used in this
Management Agreement shall have the meanings ascribed to such terms in that certain Limited
Liability Company Operating Agreement of the Company dated as of even date herewith among Lexington
Corporate Properties Trust, a Maryland real estate investment trust (“LXP”), as a member and the
Manager of the Company, Utah State Retirement Investment Fund, a common trust fund created pursuant
to the statutes of the State of Utah (the “Fund”), as a member of the Company (as such limited
liability company operating agreement may be amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms thereof, the “Company Agreement”).



     2. Obligations of the Asset Manager. The Asset Manager shall perform on behalf of the
Company those duties and responsibilities of the Manager in respect of the evaluation of Proposed
Qualified Properties and the acquisition of Approved Qualified Properties as contemplated by
Section 3.6 of the Company Agreement, and in respect of the management of the Qualified Properties
that may be delegated to the Asset Manager pursuant to Section 3.1(b) of the Company Agreement.
With respect to the management of the Qualified Properties, the Asset Manager shall perform the
duties and responsibilities described in Appendix 1 attached hereto and made a part hereof.
Additionally, the Asset Manager shall prepare or cause to be prepared reports and statements as
is, and in the manner, required by the Company Agreement. The Asset Manager shall maintain
appropriate books of account and records relating to services performed pursuant hereto, which
books of account and records shall be available for inspection by representatives of the Company
upon reasonable notice during normal business hours, and from time to time or at any time requested
by the Company, make reports to the Company of the Asset Manager’s performance of the foregoing
services. In performing the foregoing services, the Asset Manager shall not, and shall have no
power or authority to, (i) bind the Company, or to enter into any contract or other agreement in
the name of or on behalf of the Company, unless specifically authorized in writing to do so by the
Company, (ii) amend, cancel or alter any of the organizational



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documents of the Company, or (iii) do any act not authorized pursuant to this Management
Agreement, unless specifically authorized to do so in writing by the Company or specifically
authorized to do so by the Company Agreement. Any and all approvals required from the Company
pursuant to this Management Agreement may be given or withheld by the Company in its absolute and
sole discretion.



     3. No Partnership or Joint Venture. The Company and the Asset Manager are not
partners or joint venturers with each other and the terms of this Management Agreement shall not be
construed so as to make them such partners or joint venturers or impose any liability as such on
either of them.



     4. Employees of Asset Manager. All persons engaged in the performance of the services
to be performed by the Asset Manager hereunder shall be employees of LXP; provided,
however, that, employees and officers of LXP may also be employees and officers of the Company.
All of the Asset Manager’s employees shall be covered by workers’ compensation insurance in the
manner required by law.



     5. Limitation on the Asset Manager’s Liability.



          (a) Except as provided in Section 5(b) below, the Asset Manager and its directors,
officers and employees shall not be liable, responsible or accountable in damages or otherwise to
the Company or either Member for (a) any loss or liability arising out of any act or omission by
the Asset Manager so long as any such act or omission did not constitute (i) a breach of this
Management Agreement or of the Company Agreement which breach had or has a material adverse effect
on the Company and, if capable of cure, is not cured within fifteen (15) days after notice thereof
is delivered to the Asset Manager by the Company, (ii) gross negligence or willful misconduct or
(iii) fraud or bad faith on the part of the Asset Manager or (b) any acts or omissions by third
parties selected by the Asset Manager in good faith and with reasonable care to perform services
for the Company.



          (b) Notwithstanding the limitation contained in Section 5(a) above, the Asset Manager
shall be liable, responsible and accountable in damages or otherwise to the Company and the Fund
for any act or omission on behalf of the Company and within the scope of authority conferred on the
Asset Manager (i) which act or omission was negligent (including any negligent misrepresentation)
and violated any law, statute, regulation or rule relating to Shares or any other security of LXP
or (ii) to the extent the Company or any Fund is charged with liability for, or suffers or incurs
loss, liability, cost or expense (including reasonable attorneys’ fees) as a result of, such act or
omission and such act or omission was negligent and related to Shares or such other security of
LXP.



     6. Company’s Professional Services. The Company may independently retain legal
counsel and accountants to provide such legal and accounting advice and services as the Company
shall deem necessary or appropriate.



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     7. Expenses of the Asset Manager and the Company.



          (a) The Asset Manager shall pay, without reimbursement by the Company (i) the salaries of all
of its officers and regular employees and all employment expenses related thereto, (ii) general
overhead expenses, (iii) record-keeping expenses, (iv) the costs of the office space and facilities
which it requires, (v) the costs of such office space and facilities as the Company reasonably
requires, (vi) all out of pocket costs and expenses incurred in connection with the management of
the Qualified Properties and the Company (other than reasonable and customary costs and expenses of
Third Parties retained in connection with the management of the Qualified Properties and the
Company) and (vii) costs and expenses relating to Acquisition Activities as set forth in and
limited by Section 3.6(f) of the Agreement.



          (b) The Asset Manager shall either pay directly from a Company account or pay from its own
account and be reimbursed by the Company for the following Company costs and expenses that are
incurred by the Company or by the Asset Manager in the performance of its duties under this
Management Agreement or the Company Agreement:




     (i) Permitted Expenses;




     (ii) all reasonable and customary costs and expenses relating to Third Parties
retained in connection with a Proposed Qualified Property or an Approved Qualified Property
as provided in Section 3.6(f) of the Company Agreement provided, that if for any
reason the Asset Manager, or any LXP Affiliated Party (instead of the Company or an SP
Subsidiary) acquires title to any Proposed Qualified Property or Approved Qualified
Property, the Asset Manager shall pay all of the costs and expenses incurred or to be
incurred in connection with such Proposed Qualified Property or Approved Qualified
Property.


The Asset Manager shall not pay or be reimbursed by the Company for any other cost or expense.




          (c) Except as expressly otherwise provided in this Management Agreement or the Company
Agreement, the Company shall directly pay all of its own expenses, and without limiting the
generality of the foregoing, it is specifically agreed that the following expenses shall be borne
directly by the Company and not be paid by the Asset Manager:




     (i) interest, principal or any other cost of money borrowed by the Company;




     (ii) fees and expenses paid to independent contractors, appraisers, consultants and
other agents retained by or on behalf of the Company and expenses directly connected with
the financing, refinancing and disposition of



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     real estate interests or other property (including insurance premiums, legal services,
brokerage and sales commissions, maintenance, repair and improvement costs and expenses
related to the Qualified Properties); and




     (iii) insurance as required by the Company.



     8. Indemnification by the Company. The Company shall indemnify, defend and hold
harmless the Asset Manager by reason of any act or omission or alleged act or omission arising out
of the Asset Manager’s activities as the Asset Manager on behalf of the Company, against personal
liability, claims, losses, damages and expenses for which the Asset Manager has not otherwise been
reimbursed by insurance proceeds or otherwise (including attorneys’ fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by the Asset Manager in connection
with such action, suit or proceeding and any appeal therefrom, unless the Asset Manager (A) acted
fraudulently, in bad faith or with gross negligence or willful misconduct or (B) by such act or
failure to act breached any covenant contained in this Management Agreement, which breach had or
has a material adverse effect on the Company or either Member and, if capable of cure, is not cured
within fifteen (15) days after notice thereof from the Company. Any indemnity by the Company under
this Management Agreement shall be provided out of, and to the extent of, Company revenues and
assets only, and no Member shall have any personal liability on account thereof. The
indemnification provided under this Section 8 shall (x) be in addition to, and shall not
limit or diminish, the coverage of the Asset Manager under any insurance maintained by the Company
and (y) apply to any legal action, suit or proceeding commenced by a Member or in the right of a
Member or the Company. The indemnification provided under this Section 8 shall be a
contract right and shall include the right to be reimbursed for reasonable expenses incurred by the
Asset Manager within thirty (30) days after such expenses are incurred.



     9. Terms and Termination. This Management Agreement shall remain in force until
terminated in accordance herewith. At the sole option of the Company, exercisable in the Company’s
sole and arbitrary discretion with or without Cause, this Management Agreement may be terminated at
any time and for any reason immediately upon notice of termination from the Company to the Asset
Manager. This Management Agreement shall automatically expire upon the completion of dissolution
or winding up of the Company pursuant to Section 9.2 of the Company Agreement or the removal or
resignation of LXP as Manager. This Management Agreement shall also terminate upon any of the
following:



          (a) The Asset Manager shall be adjudged bankrupt or insolvent by a court of competent
jurisdiction or an order shall be made by a court of competent jurisdiction for the appointment of
a receiver, liquidator or trustee of the Asset Manager or of all or substantially all of its
property by reason of the foregoing, or approving any petition filed against the Asset Manager for
reorganization, and such adjudication or order shall remain in force and unstayed for a period of
30 days.



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          (b) The Asset Manager shall institute proceedings for voluntary bankruptcy or shall file a
petition seeking reorganization under the Federal Bankruptcy Code, for relief under any law for
relief of debtors, or shall consent to the appointment of a receiver for itself or for all or
substantially all of its property, or shall make a general assignment for the benefit of its
creditors, or shall admit in writing its inability to pay its debts generally as they become due.



     10. Action Upon Termination. After the expiration or termination of this Management
Agreement, the Asset Manager shall:



          (a) Promptly pay to the Company or any person legally entitled thereto all monies collected
and held for the account of the Company pursuant to this Management Agreement, after deducting any
compensation and reimbursement for its expenses which it is then entitled to receive pursuant to
the terms of this Management Agreement.



          (b) Within 90 days deliver to the Company a full account, including a statement showing all
amounts collected by the Asset Manager and a statement of all monies disbursed by it, covering the
period following the date of the last accounting furnished to the Company.



          (c) Within ten (10) days deliver to the Company all property and documents of the Company then
in the custody of the Asset Manager.


Upon termination of this Management Agreement, the Asset Manager shall be entitled to receive
payment for any expenses and fees (including without limitation the Management Fee which shall be
prorated on a daily basis) as to which at the time of termination it has not yet received payment
or reimbursement, as applicable, pursuant to Section 7 and Section 11 hereof, less
any damages to the Company caused by the Asset Manager.




     11. Management Fee. The Company shall pay to the Asset Manager an annual Management
Fee equal to the Fund’s aggregate Percentage Interest multiplied by two and one-half percent
(2.5%) of Net Rents, payable monthly. Such fee shall be calculated monthly, based on Net Rents
received by the Company for such month, and adjusted as provided in this Section 11.
Within thirty (30) days of the Company’s receipt of the annual reports described in Section 4.3 of
the Company Agreement for a fiscal year, the Asset Manager shall provide to the Company a written
statement of reconciliation setting forth (a) the Net Rents for such fiscal year and the Management
Fee payable to the Asset Manager in connection therewith, pursuant to this Management Agreement,
(b) the Management Fee already paid by the Company to the Asset Manager during such fiscal year,
and (c) either the amount owed to the Asset Manager by the Company (which shall be the excess, if
any, of the Management Fee payable to the Asset Manager for such fiscal year pursuant to this
Agreement over the Management Fee actually paid by the Company to the Asset Manager for such fiscal
year) or the amount owed to the Company by the Asset Manager (which shall be the excess, if any, of
the



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Management Fee actually paid by the Company to the Asset Manager for such fiscal year over the
Management Fee payable to the Asset Manager for such fiscal year pursuant to this Agreement). The
Asset Manager or the Company, as the case may be, shall pay to the other the amount owed pursuant
to clause (c) above within five (5) Business Days of the receipt by the Advisor and the Fund of the
written statement of reconciliation described in this Section 11. In addition, in those
cases in which a tenant of any Qualified Property requests that the Company provide property
management services at such tenant’s expense, Manager shall be entitled to an oversight fee for
such property management services for the tenant of such Qualified Property equal to one half of
one percent (0.50%) of the net rent from such Qualified Property, payable by the tenant of such
Qualified Property.



     12. Assignment. The Asset Manager may not assign or delegate any of its rights or
obligations hereunder.



     13. Notices. Unless otherwise specifically provided herein, any notice or other
communication required herein shall be given in accordance with the Company Agreement.



     14. Amendments and Waivers. No amendment, modification, termination or waiver of any
provision of this Management Agreement shall in any event be effective without the written
concurrence of the Company. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given.



     15. Governing Law. THIS MANAGEMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



     16. Entire Agreement. This Management Agreement embodies the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior agreements, written and
oral, relating to the subject matter hereof.



     17. Severability. In case any provision in or obligation under this Management
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.



     18. No Waiver, etc. No waiver by the Company of any default hereunder shall be
effective unless such waiver is in writing and executed by the



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Company nor shall any such written waiver operate as a waiver of any other default or of the
same default on a subsequent occasion. Furthermore, the Company shall not, by any act, delay,
omission or otherwise, be deemed to have waived any of its rights, privileges and/or remedies
hereunder, and the failure or forbearance of the Company on one occasion shall not prejudice or be
deemed or considered to have prejudiced its right to demand such compliance on any other occasion.



     19. No Third Party Beneficiary. The Asset Manager is not a third party beneficiary of
the Company Agreement and shall have no rights or remedies thereunder, and the parties to the
Company Agreement can amend, modify or terminate the Company Agreement at any time without the
Asset Manager’s consent and without any liability to the Asset Manager.



[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Management Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
written above.



	 	 	 	 	 	 	 
	COMPANY
	 	TRIPLE NET INVESTMENT COMPANY LLC, a
	 
	 	Delaware limited liability company
	 
	 	 	 	 	 	 
	 
	 	By:	 	LEXINGTON CORPORATE PROPERTIES
	 
	 	 	 	TRUST, a Maryland real estate investment trust
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Patrick Carroll
	

	 	 	 	 	 	

	

	 	 	 	 	 	Name: Patrick Carroll
	 

	 	 	 	 	 	Its: Executive Vice President
	 	 	 	 	 	 
	ASSET MANAGER
	 	LEXINGTON REALTY ADVISORS, INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Patrick Carroll
	

	 	 	 	 	 	

	

	 	 	 	 	 	Name: Patrick Carroll
	

	 	 	 	 	 	Its: Executive Vice President






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APPENDIX 1




PROPERTY MANAGEMENT RESPONSIBILITIES




     The Asset Manager shall perform its duties and obligations under Section 2 of the
Management Agreement with respect to the management of the Qualified Properties in accordance with
the following standards:



          1. Management of the Qualified Properties. Asset Manager shall devote its
commercially reasonable efforts, consistent with first class professional management, to manage the
Qualified Properties, and shall perform its duties with respect thereto under the Management
Agreement in accordance with the Company Agreement and Annual Plan and in a reasonable, diligent
and careful manner so as to manage and supervise the operation, maintenance, leasing and servicing
of each Qualified Property in a manner that is comparable to similar properties in the market area
in which such Qualified Property is located. The services of Asset Manager hereunder are to be of
a scope and quality not less than those generally performed by professional managers of other
similarly situated properties in the market area in which each Qualified Property is located.
Asset Manager shall make available to the Company the full benefit of the judgment, experience and
advice of the members of Asset Manager’s organization and staff with respect to the policies to be
pursued by the Company and will perform such services as may be requested by the Company within the
scope of the Management Agreement in operating, maintaining, leasing, and servicing each Qualified
Property.



          2. Specific Duties of Asset Manager. Without limiting the duties and obligations of
Asset Manager under any other provisions of the Management Agreement, Asset Manager shall have the
following duties and perform the following services with respect to management of the Qualified
Properties:



               2.1 Repairs and Maintenance. In accordance with and subject to the Company Agreement
and the Annual Plan, Asset Manager shall cause to be made, or ensure that the tenant makes, all
repairs and shall cause to be performed, or ensure that the tenant performs, all maintenance on the
buildings, appurtenances and grounds of each Qualified Property as are required to maintain each
Qualified Property in such condition and repair (and in compliance with applicable codes) that is
comparable to similarly situated properties in the market area in which such Qualified Property is
located, and such other repairs as may be required to be made under the leases governing each
Qualified Property. Asset Manager shall to the extent it deems necessary arrange for periodic
inspections of the Qualified Properties by independent contractors.



               2.2 Leasing Supervision Activities.



               (a) Leasing Supervision. Asset Manager shall supervise all leasing activities, for
the purpose of leasing the available space in the Qualified



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Properties to tenants upon such terms and conditions as shall be consistent with the Company
Agreement and the Annual Plan.



               (b) Generally. In the performance of Asset Manager’s duties under this Section 2.2,
Asset Manager shall (i) develop and coordinate advertising, marketing and leasing plans for space
at each Qualified Property that is vacant or anticipated to become vacant; (ii) cooperate and
communicate with leasing specialists, consultants and third-party brokers in the market, and
solicit their assistance with respect to new tenant procurement; and (iii) notify the Company in
writing of all offers for tenancy at each Qualified Property which Asset Manager believes are made
in good faith, including the identification and fee schedules of procuring brokers, if any.



               (c) Negotiation of Leases. Asset Manager shall negotiate all tenant leases,
extensions, expansions and other amendments and related documentation on the Company’s behalf in
accordance with the Company Agreement and the Annual Plan. All such documentation shall be
prepared at the Company’s expense by counsel acceptable to or designated by the Company, and shall
be executed by the Company. The terms of all such documentation are to be approved by the Company
pursuant to such reasonable procedures as may be requested by the Company from time to time.
Notwithstanding the foregoing, (x) Asset Manager shall not, for any reason, have the power or
authority to execute any such documentation on behalf of the Company or otherwise bind the Company
without the Company’s prior written consent, and (y) the Company reserves the right to deal with
any prospective tenant to procure any such lease, extension, expansion or other amendment or
related documentation.



               (d) Third Party Brokers. Asset Manager shall encourage third-party real estate
brokers to secure tenants for the Qualified Properties, and periodically notify such brokers of the
spaces within the Qualified Properties that are available for lease.



               (e) Compensation for Third-Party Brokers. Asset Manager shall negotiate and enter
into on behalf of the Company a commission agreement with third party brokers providing for a
leasing commission to be paid at prevailing market rates, subject to prevailing market terms and
conditions. Such leasing commission shall be paid by the Company.



               2.3 Rents, Billings and Collections. Asset Manager shall be responsible for the
monthly billing of rents and all other charges due from tenants to the Company with respect to each
Qualified Property. Asset Manager shall use its commercially reasonable efforts to collect all
such rents and other charges when due. Asset Manager shall notify the Company and the Advisor of
all tenant defaults as soon as reasonably practicable after occurrence, and shall provide the
Company and the Advisor with Asset Manager’s best judgment of the appropriate course of action in
remedying such tenant defaults.



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               2.4 Obligations Under Leases. Asset Manager shall supervise and use its commercially
reasonable efforts to cause the Company to perform and comply, duly and punctually, with all of the
obligations required to be performed or complied with by the Company under all leases and all
laws, statutes, ordinances, rules, permits and certificates of occupancy relating to the operation,
leasing, maintenance and servicing of the Qualified Properties, including, without limitation, the
timely payment by the Company of all sums required to be paid thereunder.



               2.5 The Company’s Insurance. If requested by the Company, the Asset Manager shall
cause to be placed and kept in force all forms of insurance required by the Company Agreement and
the Annual Plan or required by any mortgage, deed of trust or other security agreement covering all
or any part of any Qualified Property. The Asset Manager is to be named as an additional insured
on the general liability policies in its capacity as managing agent. All such insurance coverage
shall be placed through insurance companies and brokers selected or approved by the Company, with
limits, values and deductibles established by the Company and with such beneficial interests
appearing therein as shall be acceptable to the Company and otherwise be in conformity with the
requirements of the Company Agreement and the Annual Plan. Should the Company elect to place such
insurance coverage directly, the Asset Manager shall be named as an additional insured on the
general liability policies in its capacity as managing agent and the Company will provide the Asset
Manager with a certificate of insurance evidencing such coverage. If requested to do so by the
Company, the Asset Manager shall duly and punctually pay on behalf of the Company with funds
provided by the Company all premiums with respect thereto, prior to the time the policy would lapse
due to nonpayment. If any lease requires that a tenant maintain any insurance coverage, the Asset
Manager shall use its commercially reasonable efforts to obtain insurance certificates annually, or
more frequently, as required pursuant to the applicable leases, from each such tenant and review
the certificates for compliance with the lease terms. If any lease requires the Company to provide
insurance certificates to tenants thereunder, the Asset Manager shall obtain such insurance
certificates from the Company, review the certificates for compliance with the lease terms, and
provide a copy thereof to tenants in accordance with their respective leases. The Asset Manager
shall promptly investigate and make a full and timely written report to the insurance broker, with
a copy to the Company, as to all accidents, claims or damage of which the Asset Manager has
knowledge relating to the operation and maintenance of each Qualified Property, any damage or
destruction to each Qualified Property, and the estimated cost of repair thereof, and shall prepare
any and all reports required by any insurance company in connection therewith. All such reports
shall be filed timely with the insurance broker as required under the terms of the insurance policy
involved. The Asset Manager shall have no right to settle, compromise or otherwise dispose of any
claims, demands or liabilities, whether or not covered by insurance, without the prior written
consent of the Company, which consent may be withheld by the Company in its sole discretion.



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               2.6 Asset Manager’s Insurance. The Asset Manager or the Manager or LXP will obtain
and maintain on the Asset Manager’s behalf, at the Asset Manager’s or the Manager’s or LXP’s
expense, the following insurance:



               (a) Commercial general liability on an occurrence form for bodily injury and property damage
with limits of One Million Dollars ($1,000,000) combined single limit each occurrence and Five
Million Dollars ($5,000,000) from the aggregate of all occurrences within each policy year,
including but not limited to Premises-Operation, Products/Completed Operations, Hazard and
Contractual Coverage (including coverage for the indemnity clause provided under the Management
Agreement) for claims arising out of actions beyond the scope of Asset Manager’s duties or
authority under the Management Agreement.



               (b) Comprehensive form automobile liability covering hired and non-owned vehicles with limits
of One Million Dollars ($1,000,000) combined single limit per occurrence.



               (c) Employer’s liability insurance in an amount not less than Five Hundred Thousand Dollars
($500,000).



               (d) Excess liability (umbrella) insurance on the above with limits of Five Million Dollars
($5,000,000).



               (e) Workers’ compensation insurance in accordance with the laws of the state with
jurisdiction.



               (f) Either (x) blanket crime coverage protecting the Asset Manager against fraudulent or
dishonest acts of its employees, whether acting alone or with others, with limits of liability of
not less than One Million Dollars ($1,000,000) per occurrence (any loss within any deductible shall
be borne by the Asset Manager) or (y) a fidelity or financial institution bond in an amount no less
than One Million Dollars ($1,000,000.00) bonding the employees of the Asset Manager who handle or
who are responsible for funds belonging to the Company.



               (g) Professional liability insurance covering the activities of the Asset Manager written on a
“claim made” basis with limits of at least One Million Dollars ($1,000,000). Any loss within any
deductible shall be borne by the Asset Manager. Coverage shall be maintained in effect during the
period of the Management Agreement and for not less than two (2) years after termination of the
Management Agreement.



          Each of the above policies will contain provisions giving the Company and the Advisor at least
thirty (30) days’ prior written notice of cancellation of coverage. The policies referred to in
items (a) and (d) above will name the Company and the Advisor as additional insureds, and the
policies referred to in item (f) above will name the



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Company as loss payee. The Asset Manager will provide the Company and the Advisor with
evidence of all required coverages.



          Such insurance shall be placed with reputable insurance companies licensed or authorized to do
business in the states in which the Qualified Properties are located with a minimum Best’s rating
of A- X.



          The Company and the Asset Manager agree that the insurance policies summarized on Appendix
2 to this Exhibit B (Form of Management Agreement) are consistent with the standards
listed above with respect to the types and amounts of insurance the Asset Manager is required to
obtain.



               2.7 Compliance with Insurance Policies; Compliance by Tenants with Tenant Leases.
Asset Manager shall use its commercially reasonable efforts to prevent the use of each Qualified
Property for any purpose that might void any policy of insurance held by the Company, or any tenant
at each Qualified Property, that might render any loss insured thereunder uncollectible or that
would be in violation of any governmental restriction or the provisions of any lease. Asset
Manager shall use its commercially reasonable efforts to secure full compliance by the tenants with
the terms and conditions of their respective leases, including, but not limited to, periodic
maintenance of all building systems, including individual tenant’s heating, ventilation and air
conditioning systems.



               2.8 Intentionally Omitted.



               2.9 Tenant Relations. Asset Manager will maintain reasonable contact with the tenants
of the Qualified Properties and keep the Company and the Advisor informed of the tenants’ concerns,
expansion or contraction plans, changes in occupancy or use, and other matters that could have a
material bearing upon the leasing, operation or ownership of each Qualified Property.



               2.10 Compliance with Laws. Asset Manager shall use its commercially reasonable efforts
to determine such action that may be necessary, inform the Company of action as may be necessary
and, when authorized by the Company, take such action that may be necessary to cause the Qualified
Properties to comply with all current and future laws, rules, regulations, or ordinances affecting
the ownership, use or operation of each Qualified Property; provided, however, that Asset Manager
need not obtain the prior authorization of the Company to take action in case of an emergency or
any threat to life, safety or property, so long as Asset Manager shall give the Company prompt
notice of any such action taken.



               2.11 Cooperation. Should any claims, demands, suits, or other legal proceedings be
made or instituted by any third party against the Company that arise out of any matters relating to
a Qualified Property or the Management Agreement or Asset Manager’s performance hereunder, Asset
Manager shall promptly give the



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Company all pertinent information and assistance in the defense or other disposition thereof;
provided, however, in the event the foregoing requires Asset Manager to incur any expenses beyond
the ordinary cost of performing its obligations under the Management Agreement, the Company shall
pay for any such out-of-pocket costs of which the Company has been advised in writing.



               2.12 Notice of Complaints, Violations and Fire Damage. Asset Manager shall respond to
complaints and requests from tenants within thirty (30) days of Asset Manager’s having received any
material complaint made by a tenant or any alleged landlord default under any lease. Additionally,
Asset Manager shall notify the Company and Advisor as soon as is reasonably practical (such notice
to be accompanied by copies of supporting documentation) of each of the following: any notice of
any governmental requirements received by Asset Manager; upon becoming aware of any material defect
in a Qualified Property; and upon becoming aware of any fire or other material damage to any
Qualified Property. In the case of any fire or other material damage to a Qualified Property, Asset
Manager shall also notify the Company’s insurance broker telephonically, so that an insurance
adjuster has an opportunity to view the damage before repairs are started, and complete customary
loss reports in connection with fire or other damage to a Qualified Property.



               2.13 Notice of Damages and Suits; Settlement of Claims. Asset Manager shall notify the
Company’s general liability insurance broker and the Company as soon as is reasonably practical of
the occurrence of any bodily injury or property damage occurring to or claimed by any tenant or
third party on or with respect to a Qualified Property, and promptly forward to the broker, with
copies to the Company and the Advisor, any summons, subpoena or other like legal documents served
upon Asset Manager relating to actual or alleged potential liability of the Company, Asset Manager
or a Qualified Property. Notwithstanding the foregoing, Asset Manager shall not be authorized to
accept service of process on behalf of the Company, unless such authority is otherwise imputed by
law. The Asset Manager shall have no right to settle, compromise or otherwise dispose of any
claims, demands, or liabilities, whether or not covered by insurance, without the prior written
consent of the Company, which consent may be withheld by the Company in its sole discretion.



               2.14 Enforcement of Leases. The Asset Manager shall enforce compliance by tenants with
each and all of the terms and provisions of the leases, provided, however, that
Asset Manager shall not, without the prior written consent of the Company in each instance, which
consent may be withheld by the Company in its sole discretion, institute legal proceedings in the
name of the Company to enforce leases, collect income and rent or dispossess tenants or others
occupying a Qualified Property or any portion thereof, or terminate any lease, lock out a tenant,
or engage counsel or institute any proceedings for recovery of possession of a Qualified Property
if any such action by the Asset Manager would constitute a Major Decision.



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               2.15 Environmental.



               (a) Notice. The Asset Manager shall promptly advise the Company and the Advisor in
writing of any evidence of non-compliance with any Environmental Laws, which Asset Manager is aware
of, together with a written report of the nature and of the non-compliance and the potential
threat, if any, to the health and safety of persons and/or damage to each Qualified Property or the
property adjacent to or surrounding each Qualified Property. The Company acknowledges that (A)
Asset Manager is not an environmental engineer and does not have any special expertise in the
Environmental Laws, (B) Asset Manager’s duties under this Section 2.15 are limited to the
quality of reasonable commercial care and diligence customarily applied to property managers of
triple net leased properties.



               (b) Rights; Limitations. Without limiting any other provision contained herein and
subject to Section 2.14, Asset Manager shall use commercially reasonable efforts to enforce the
Company’s rights under the leases insofar as any tenant’s compliance with Environmental Laws are
concerned; provided, however, Asset Manager shall hold in confidence all
information bearing on Environmental Laws and hazardous materials, except to the extent expressly
instructed otherwise in writing by the Company, or except to the extent necessary to protect
against the imminent threat to the life and safety of persons and/or damage to a Qualified Property
or damage to the property adjacent to or surrounding such Qualified Property, or except to the
extent such disclosure is required by Environmental Laws, other laws, or court order.



               2.16 Monitoring of Tenant Improvements. The Asset Manager shall monitor the
construction and installation of material tenant improvements undertaken by the tenant under any
lease and act as the Company’s liaison with such tenant’s construction managers and contractors (or
other supervisors of a tenant’s build-out).




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APPENDIX 2




SUMMARY OF LXP INSURANCE POLICIES




[APPENDIX BEGINS ON THE FOLLOWING PAGE]





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