**EXHIBIT 10.1**

 

**AGREEMENT FOR PURCHASE AND SALE**

 

**IMPORTANT NOTE****:**

 

Certaininformation contained in the originally executed copy of the Agreement forPurchase and Sale has been omitted from the following Exhibit 10.1pursuant to a request for confidential treatment delivered by the Registrant tothe Office of the Secretary of the Securities and Exchange Commissionsimultaneously with the filing of this Form 10-Q.  The omitted information has been replacedwith the symbol “***” to notify readers that such information has beenomitted.  The omission of thisinformation appears on many of the pages of the Agreement for Purchase andSale, as well as the exhibits to the Agreement for Purchase and Sale.

 

TheRegistrant has separately filed in paper format with the Securities andExchange Commission, together with the aforementioned request for confidentialtreatment, a complete version of the Agreement for Purchase and Sale, whichdoes not omit any information for which confidential treatment is being sought.

 

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**AGREEMENT FOR PURCHASE AND SALE**

 

THIS AGREEMENT FOR PURCHASE AND SALE is made andentered into as of the 12th day of September, 2005 (“**Effective Date**”), by and among DUKE REALTY LIMITEDPARTNERSHIP, formerly known as Duke-Weeks Realty Limited Partnership and successorby merger to Weeks Realty, L.P. (“**DRLP**”), DukeRealty Ohio, an Indiana general partnership (“**DRO**”),Edenvale Executive Center, L.L.C., an Indiana limited liability company (“**EEC**”), MV Minneapolis Lunar Pointe I, LLC, a Delawarelimited liability company, Dugan Realty L.L.C., an Indiana limited liabilitycompany (“**Dugan**”), Weeks Development Partnership,a Georgia general partnership, DUKE CONSTRUCTION LIMITED PARTNERSHIP, anIndiana limited partnership (“**DCLP**”)(collectively, “**Seller**”), and FIRSTCAL INDUSTRIAL2 ACQUISITION, LLC, a Delaware limited liability company, as purchaser (“**Buyer**”).

 

WITNESSETH  THAT:

 

WHEREAS, Buyer wishes to purchase, and Seller wishesto sell, the Property (as hereinafter defined), but only upon the terms and conditionshereinafter set forth;

 

NOW, THEREFORE, in consideration of Ten Dollars($10.00), the Earnest Money, the mutual covenants and agreements containedherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto, intending to be legallybound, do hereby agree as follows:

 

# Section 1.                                            Definitionsand Exhibits.

 

## 1.1                                 Definitions.  For purposes of this Agreement, each of thefollowing terms, when used herein with an initial capital letter, shall havethe meaning ascribed to it as follows:

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Additional Rent Expenditures.  Asdefined in Section 4.2.7.

 

Agreement.  This Agreement for Purchaseand Sale.

 

Assignment.  An Assignment and AssumptionAgreement substantially in the form attached hereto as Exhibit I.

 

Bill of Sale.  TheBill of Sale to be executed by Seller substantially in the form attached as Exhibit C.

 

Broker.  The brokers described in Section 15hereof.

 

Building/Buildings:.  TheBuilding located on the Land and having the address shown on Exhibit A,attached hereto and by this reference made a part thereof.  Unless otherwise specifically providedherein, the terms, conditions, representations, warranties and covenants ofthis Agreement relating to the Buildings shall be applied separately to theportion of the Buildings included in each Project.

 

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Closing.  The closing and consummationof the purchase and sale of the Property pursuant hereto.

 

Closing Date.  September 30,2005.

 

Closing Statement.  Asdefined in Section 10.2(f).

 

Commission Agreement.  Eachagreement for leasing commissions for the Leases or executed or amended bySeller after the Effective Date in compliance with the provisions of Section 8of this Agreement.

 

Confidentiality Agreement.  Thatcertain Confidentiality Agreement dated April 28, 2005 executed by Buyerin favor of Seller concerning the Property.

 

Effective Date.  Thedate upon which this Agreement shall be deemed effective, which shall be thedate first above written.

 

Deed.  The Limited/Special WarrantyDeed to be executed by Seller substantially in the form attached hereto as Exhibit F.

 

Delinquent Rents.  Asdefined in Section 4.2.1(ii).

 

Earnest Money.  TENMILLION AND NO/100 DOLLARS ($10,000,000.00) together with any interest earnedthereon.

 

Escrow Agent. First American Title Insurance Company is acting as Escrow Agentpursuant to the terms and conditions of the Escrow Agreement and Section 3hereof.

 

Escrow Agreement.  Thatcertain Escrow Agreement of even date herewith among Seller, Buyer and EscrowAgent referred to in Section 3 hereof substantially in the formattached hereto as Exhibit B and by this reference made a parthereof.

 

Guarantor or Guarantors.  Eachguarantor of any of a Tenant’s duties and obligations under such Tenant’s Lease(collectively, the “**Guarantors**”).

 

Guaranty or Guaranties.  Eachguaranty presently in effect of all or any of a Tenant’s duties and obligationsunder a Lease (collectively, the “**Guaranties**”).

 

Improvements.  TheBuilding and any other buildings, structures and improvements located upon theLand, including Seller’s interest, if any, in all systems, facilities,fixtures, machinery, equipment and conduits to provide fire protection,security, heat, exhaust, ventilation, air conditioning, electrical power,light, plumbing, refrigeration, gas, sewer and water thereto (including allreplacements or additions thereto between the date hereof and the ClosingDate).  Unless otherwise specificallyprovided herein, the terms, conditions, representations, warranties and covenantsof this Agreement relating to the Improvements shall be applied separately tothe portion of the Improvements included in each Project.

 

Inspection Date.  September 6,2005.

 

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Land.  All that tract or parcel ofland described by street address or acreage in Exhibit A attachedhereto and by this reference made a part hereof and all privileges, rights,easements, hereditaments and appurtenances thereto belonging, and all right,title and interest of Seller in and to any streets, alleys, passages and otherrights of way included therein or adjacent thereto (before or after thevacation thereof).  Unless otherwisespecifically provided herein, the terms, conditions, representations,warranties and covenants of this Agreement relating to the Land shall beapplied separately to the portion of the Land included in each Project.

 

Lease; Leases.  Eachlease of space within the Improvements and any amendments thereto (a) inforce and effect as of the Effective Date, and/or (b) executed by Sellerafter the Effective Date in compliance with the provisions of Section 8of this Agreement.  Unless otherwisespecifically provided herein, the terms, conditions, representations,warranties and covenants of this Agreement relating to the Leases shall beapplied separately to the portion of the Leases related to each Project.

 

Lease List.  The list of Leases attachedhereto as Exhibit D or any version thereof that is updated pursuantto Section 8 of this Agreement.

 

Permitted Title Exceptions.  (i) Theliens of unpaid taxes and any owners’ association assessments not yet due andpayable; (ii) matters that are disclosed by the Surveys and to which Buyerdoes not object in accordance with Section 5 of this Agreement; (iii) thosematters disclosed on the Title Commitment or that affect title to the Propertyand about which Buyer is advised, in writing, prior to the Inspection Date, butabout which Buyer does not object, or to which objection Buyer waives, pursuantto Section 8 of this Agreement; (iv) the rights of Tenants, astenants only; and (v) any matters created or caused by Buyer.

 

Personal Property. Seller’s interest in any tangible personal property located on theProperty and used in connection with operation and maintenance of theImprovements.

 

Project.  See definition of “Seller”below.  Unless otherwise specificallyprovided herein, conditions, representations, warranties and covenants of thisAgreement relating to the Property shall be applied separately to each Projectcomprising the Property.

 

Property.  All of Seller’s right, titleand interest in, to and under the following property: (i) the Land; (ii) theImprovements; and (iii) all rights of way or use, trade names and marks(excluding any right to the name “**Duke**” or “**Weeks**”), tenements, hereditaments, appurtenances andeasements now or hereafter belonging or pertaining to any of the foregoing,except those, if any, hereinafter expressly reserved to Seller in accordancewith the terms of this Agreement.

 

Purchase Price.  ONEBILLION, ONE MILLION FIVE HUNDRED THOUSANDAND NO/100 DOLLARS($1,001,500,000.00) for the developed Property plus SEVEN MILLION FIVE HUNDREDTHOUSAND AND NO/100 DOLLARS ($7,500,000.00)] for the undeveloped Property.

 

Rent.  The total amount of base orfixed rent, overage rent (including, without limitation, percentage rents,consumer price index escalation payments and other similar rental payments inexcess of fixed, minimum and base rents under the Leases, whether finally

 

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determined before or after the expiration ofthe fiscal years under various Leases), estimated payments of taxes andoperating expenses and other amounts under the Leases, but excluding realestate taxes required to be paid by Tenants pursuant to the Leases (eitherdirectly or by reimbursement to the landlord), as opposed to estimated amountstherefor payable to the landlord as additional rent.

 

Security Deposits.  Anyand all security deposits held by Seller as shown on the Lease List, andwhether in the form of cash or a letter of credit.

 

Seller.  The Seller for each separatelyowned component of the Property (each, a “**Project**”) shallbe the owner or owners listed for such Project in Exhibit A.  Any documents to be delivered by Seller orany representations and covenants, or warranties made by Seller in thisAgreement shall apply to each Seller as it relates to the Project owned by thatSeller only.

 

Seller Deliveries. Seller’s existing plans and specifications for the Building, if any; anyenvironmental reports and data prepared by third parties and in Seller’spossession; Seller’s existing surveys of the Property; the Leases; theGuarantees; the Service Contracts; the Commission Agreements; and those othermaterials delivered to or made available to Buyer or its partners, employees,agents and consultants by Seller as described in Exhibit O and asmay be posted on the Broker’s website for this transaction, to which websiteBuyer has been provided access.

 

Service Contracts.  Allof the service or management contracts, equipment, labor or material contracts,maintenance or repair contracts or other agreements that are in force andeffect and affect the Property or the operation, repair or maintenance thereofthat are (i) listed as service contracts on Exhibit J, or (ii) executedor amended by Seller after the Effective Date in compliance with the provisionsof Section 8 of this Agreement.

 

Survey.  An ALTA survey of the Land andImprovements made in accordance with the 1999 “Minimum Standard DetailRequirements for ALTA/ACSM Land Title Surveys” with Table A Numbers 1, 2, 3, 4,7a, 7b(i), 8, 9, 10, 11(b), 13, 14, 15, 16, 17, 18 and 20 included Such Surveyshall be delivered to Buyer within five (5) business days after the EffectiveDate.

 

Tax Refund.  As defined in Section 4.2.2(iii).

 

Tenant or Tenants.  EachTenant that has executed a Lease.

 

Tenant Estoppel Certificate.  Anestoppel certificate executed by a Tenant substantially in the form attachedhereto as Exhibit M or the form required by the particular Tenant’sLease.

 

Title Commitment. Commitment(s) issued by the Title Insurer for an owner’s policy of atitle insurance (in the form most recently adopted by ALTA) in the amount ofthe Purchase Price, covering title to the Property, and showing Seller as ownerof the Property and made available to Buyer through the Title Insurer’s FastCloser electronic system..

 

Title Insurer. First American Title Insurance Company, 30 North LaSalle Street,Chicago, IL  60602.

 

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Vendor or Vendors.  Eachvendor or broker with whom Seller has executed a Service Contract or CommissionAgreement.

 

## 1.2                                 Exhibits.  Attached hereto and forming an integral partof this Agreement are the following exhibits, all of which are incorporatedinto this Agreement as fully as if the contents thereof were set out in fullherein at each point of reference thereto:

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| Exhibit A - |   | Description of Buildings  and Land               |
|------------------|--------|--------------------------------------------------|
| Exhibit B - |   | Escrow Agreement                                 |
| Exhibit C - |   | Bill of Sale                                     |
| Exhibit D - |   | Lease List                                       |
| Exhibit E - |   | Disclosure Schedule                              |
| Exhibit F - |   | Form of Limited  Warranty Deed              |
| Exhibit G - |   | Non-Foreign Certificate                          |
| Exhibit H - |   | Notice to Tenants                                |
| Exhibit I - |   | Assignment and Assumption  Agreement             |
| Exhibit J - |   | List of Service Contracts                        |
| Exhibit K - |   | Officer’s Certificate                       |
| Exhibit L - |   | Notice to Vendors                                |
| Exhibit M - |   | Form of Tenant  Estoppel Certificate        |
| Exhibit N - |   | Form of Seller’s  Estoppel Certificate |
| Exhibit O - |   | Seller’s Deliveries                         |
| Exhibit P - |   | Pending Land Sale Property                       |
| Exhibit Q - |   | Depiction of *** Land                            |
| Exhibit R - |   | ROFR Property                                    |
| Exhibit S - |   | Market Rates of Leasing  Commissions             |
| Exhibit T - |   | Monthly Over The Term  Leasing Commissions       |
| Exhibit U - |   | Sample Rent Roll                                 |
| Exhibit V   |   | Phase II Property                                |

 

# Section 2.                                            Purchase andSale.

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Subject to and in accordance with the terms andprovisions of this Agreement, Seller agrees to sell and Buyer agrees topurchase the Property.  In connectiontherewith and subject to and in accordance with the terms and provisions ofthis Agreement, Seller shall also (a) convey to Buyer the PersonalProperty pursuant to the terms of the Bill of Sale, and (b) assign toBuyer, and Buyer shall assume, the Leases, Guaranties, Service Contracts,Commission Agreements (as well as the other property described in theAssignment), pursuant to the terms of the Assignment, but subject to any rightsprovided to Buyer under this Agreement to elect not to accept an assignment of,and to assume, any of the Service Contracts described in this clause (b).

 

# Section 3.                                            EarnestMoney.

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## 3.1                                 EarnestMoney.  Within three (3) businessdays after the execution of this Agreement by both Seller and Buyer*,* Buyer shall deposit with Escrow Agent the Earnest Moneywhich, together with any interest or other income earned thereon, shall beheld, invested and disbursed pursuant to the respective terms and provisionshereof and of the Escrow Agreement.

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## 3.2                                 Disbursement.  The Earnest Money shall be disbursed byEscrow Agent at Closing to Seller as a portion of the Purchase Price unlessotherwise disbursed pursuant to this Agreement. Whenever the Earnest Money is, by the terms hereof, to be disbursed byEscrow Agent, Seller and Buyer agree promptly to execute and deliver such noticeor notices as shall be reasonably necessary to authorize Escrow Agent to makesuch disbursement, except as otherwise expressly provided in the EscrowAgreement with respect to a disbursement of the Earnest Money on or prior tothe Inspection Date.

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# Section 4.                                            PurchasePrice.

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## 4.1                                 PurchasePrice.  The Purchase Price,as adjusted by the prorations provided in Section 4.2 hereof andless the Earnest Money shall be paid by Buyer to Seller at the Closing inUnited States dollars, by Federal Reserve System wire transfer or otherimmediately available funds acceptable to Seller to an account or accountsdesignated in writing by Seller prior to the Closing.  Seller shall be solely responsible for theapportionment and disbursement of the net proceeds of Closing among and betweenthe various entities comprising the Seller.

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## 4.2                                 Prorations.  At the Closing, Buyer and Seller shallprorate all items of income and expenses relating to the Property based uponBuyer’s and Seller’s respective periods of ownership for the calendar year inwhich the Closing occurs with Buyer treated as the owner of the Property as of12:01 a.m. on the Closing Date. Such prorations shall include, without limitation:

 

### 4.2.1                        Rents.

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##### (i)                                     Closing.  Except as provided in subparagraph (ii) below,Seller shall pay or credit to Buyer (with respect to periods from and after theClosing Date), if, as and when the same shall be received:  (A) all Rent paid by Tenants under theLeases for the calendar month in which the Closing occurs, prorated for the numberof days during such calendar month from, including and after the Closing, and (B) allprepaid and overpaid Rents of all Tenants under the Leases, to the extentactually paid by Tenants to Seller on or prior to the Closing Date.  At Closing, no Delinquent Rents (as definedbelow) outstanding for the month in which Closing occurs shall be prorated infavor of either Seller or Buyer.  Buyerwill indemnify and hold harmless Seller, its successors and assigns, from andagainst any liability (including, without limitation, reasonable attorneys’fees and costs) arising from Buyer’s failure to account properly to Tenants forprepaid and overpaid Rents to the extent actually identified as such by Sellerand credited to Buyer by Seller at Closing; and Seller shall indemnify and holdharmless Buyer, its successors and assigns from and against any liability(including, without limitation, reasonable attorneys’ fees and costs) arisingfrom Seller’s failure to credit to Buyer, at Closing, prepaid and overpaidRents actually delivered to Seller by Tenants. Such indemnities shall survive the Closing Date and shall not merge intoany documentation delivered at Closing.

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##### (ii)                                  Post-Closing.  After the Closing, Buyer shall make goodfaith efforts to collect all unpaid Rents for any period prior to the Closing,provided that Buyer shall have no obligation to institute litigation orterminate any Leases in connection with any such collections.  Any Rents due and owing Seller before the ClosingDate by

 

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##### Tenantsunder the Leases that are unpaid at the Closing, are herein called “**Delinquent Rents**”. Following Closing, rental and other payments received by Buyer or Sellerfrom Tenants shall be first applied toward any Rents due and owing to Buyer forany period of time following the Closing; second, to the actual out-of-pocketcosts of collection incurred by Buyer and paid to third parties; third, suchRents shall be applied toward the payment of any Rents due during the month ofClosing; and fourth, to any Delinquent Rents owed to Seller.  Seller shall have and reserves the right topursue any remedy available to Seller at law or in equity against any Tenantowing Delinquent Rents, provided that Seller shall in no event institute anyproceeding to evict or dispossess a Tenant from the Property.  Buyer may, by written notice to Seller,restrict Seller from collecting such Delinquent Rents, but only if Buyer firstpays Seller such Delinquent Rents in exchange for Seller’s assignment to Buyerof all of Seller’s rights and causes of action with respect thereto.  The provisions of this 4.2.1(ii) shallsurvive the Closing and shall not merge into any documentation delivered atClosing.

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### 4.2.2                        Real EstateTaxes.  All real estatetaxes levied against the Property (collectively, “Taxes”) shall be proratedbetween Buyer and Seller on a cash basis, (i.e. those Taxes for which finalbills are issued in the calendar year in which the Closing occurs and thatbecome due and payable in the year in which the Closing occurs will be proratedbetween Buyer and Seller regardless of the tax, fiscal or calendar year duringwhich such Taxes accrued).  If the actualamount of Taxes due and payable in the year of Closing is not ascertainable asof the Closing Date, proration of Taxes shall be based upon the most currentlyavailable bill for such Taxes, and shall be reprorated when the actual finalbill is available, in accordance with Section 4.2.7.  Such reproration obligation shall survive theClosing and shall not merge into any documentation delivered at Closing.  Notwithstanding the foregoing, but subject tothe provisions of Section 4.2.7, there will be no proration forTaxes to the extent a Project is leased to a single Tenant and such Tenant’srespective Lease requires that Tenant to pay Taxes, whether directly or byreimbursement to Seller, rather than paying estimated amounts therefor toSeller as additional rent.  Buyer shallpay all Taxes due and payable after Closing, and reconciliations with Tenants forTaxes due and payable during calendar year 2005 shall be responsibility ofBuyer post-Closing, pursuant to, and in accordance with, Section 4.2.7below.  In no event shall Seller becharged with or responsible for any increase in the Taxes resulting from anincrease in the assessed valuation of any Project, which increase occurs as aresult of the sale of the Property or from any improvements first made orLeases first entered into on or after the Closing Date; provided, however, thatSeller nevertheless acknowledges that Taxes may increase due to changes inassessed valuation and/or in tax rates, without the change in assessedvaluation being attributable to the sale of a Project or any post-Closingleasing or improvements thereon.

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##### (i)                                     DelinquentTaxes.  Seller shall pay tothe applicable tax authorities at or prior to the Closing all Taxes andassessments with respect to the Property which are delinquent as of theClosing.

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##### (ii)                                  PrepaidTaxes.  If any portion ofany other assessments (e.g. special assessments and specifically excludingTaxes) paid by Seller with respect to the Property at or prior to the Closing,determined on a cash (rather than accrual) basis, relate

 

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##### toany time including or after the Closing Date, Buyer shall pay to Seller at theClosing the proportionate amount of such other assessments paid by Seller,based upon (x) the period of time to which such other assessment applies and(y) the Closing Date.

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##### (iii)                               Tax Refunds.  All refunds of Taxes received by Seller orBuyer after the Closing with respect to the Property (“**Tax Refund**”)shall be applied (A) first, to Seller or Buyer, as the case may be, to theextent of third party expenses incurred by either party in protesting andobtaining such Tax Refund, (B) second, to Buyer to the extent that suchTax Refund is required to be paid to (or credited against other amounts payableby) the Tenants under the Leases, and (C) third, (x) to Seller if such TaxRefund is for any period which ends before the Closing Date, (y) to Buyer ifsuch Tax Refund is for any tax period which commences after the Closing, and(z) with respect to any Tax Refund that applies to a period of time thatelapses prior to, inclusive of, and subsequent to, the Closing Date, to Sellerand Buyer, prorated on a per diem basis. If Seller or Buyer receives any Tax Refund, then each shall retain orpay such amounts (or portions thereof) in order that such payments are appliedin the manner set forth in this Subsection. Buyer hereby agrees to execute all consents, receipts, instruments anddocuments which may reasonably be requested in order to facilitate settling anytax appeal proceeding commenced by Seller prior to the Closing Date andcollecting the amount of any Tax Refund, provided that no liability orobligation is imposed on Buyer in connection with, or as a result of, theexecution and delivery of such documents. Prior to the Inspection Date, as part of the Seller Deliveries, Sellershall deliver to Buyer a schedule of any and all tax appeal proceedings,protests or contests that Seller has filed (or that have been filed on behalfof Seller) and that may result in the issuance of a Tax Refund.  The provisions of this 4.2.2(iii) shallsurvive the Closing and shall not merge into any documentation delivered atClosing.

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##### (iv)                              Installments.  Seller’s prorated portion of any specialassessments shall be determined assuming payment over the longest period oftime (without imposition of interest or penalty) permitted by the applicabletaxing authorities.

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### 4.2.3                        Utilities.  Prior to the Closing, Buyer shall notify eachof the utility companies which provide services to the Property of thescheduled transfer of the Property on the Closing, and shall make appropriatearrangements with the utility companies to bill Seller for services providedbefore the Closing, and to bill Buyer for services provided from and after theClosing.  If, despite Buyer’s reasonableefforts, such arrangements cannot be made as of the Closing, then Seller andBuyer shall mutually and reasonably cooperate with one another to make theappropriate arrangements promptly after the Closing, and promptly after sucharrangements are made, and final utility bills are issued, Buyer shall pay toSeller an amount equal to the cost of the services that were billed to Sellerfor the period from and after Closing, and Seller shall pay the same to theappropriate utility company.  Theprovisions of this Section 4.2.3 shall survive the Closing.

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### 4.2.4                        ServiceContracts.  At the Closing andwith respect to those of the Service Contracts that shall be assigned to Buyerat Closing, (i) Seller shall pay or grant to Buyer, as a credit againstthe Purchase Price, the amount of accrued and

 

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### unpaid charges forservices rendered before the Closing Date, prorated on a per diem basis, and (ii) Buyershall pay to Seller the amount of prepaid charges for services rendered fromand after the Closing prorated on a per diem basis.

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### 4.2.5                        TenantSecurity Deposits. Buyer shall receive a credit (or Seller shall pay to Buyer) at Closingin an amount equal to the total amount of cash Security Deposits shown on theLease List, less portions thereof which were applied by Seller prior to theEffective Date and in accordance with the applicable terms of the Leases.  Seller hereby covenants and agrees that itshall deliver to Buyer, among the Seller Deliveries, a true and complete schedule ofall Security Deposits held by Seller as of the Effective Date.  Notwithstanding anything to the contrary setforth in this Agreement, Seller may not apply any Security Deposits against anyDelinquent Rents after the Effective Date. At least five (5) days prior to the Inspection Date, Seller shallprovide Buyer with a schedule of the Security Deposits held by Seller inthe form of a letter of credit rather than cash, and Seller shall also provideBuyer with true and complete copies of all such letters of credit.  Seller shall cause such transfers to be fullyeffected (at Seller’s expense) as soon after Closing as possible, it beingunderstood and agreed that Seller shall either cause each such letter of creditto be amended in order to name Buyer as the beneficiary thereunder or to causesuch letter of credit to be reissued in the same form and substance except toname Buyer as its sole beneficiary. Prior to such amendment or reissuance of each and every letter of creditconstituting a portion of the Security Deposits, Seller hereby covenants andagrees that, from and after the Closing Date, and if, as and when Buyer advisesSeller that Buyer desires that Seller present and draw upon any such letter ofcredit (given that Seller, rather than Buyer, is its beneficiary), Seller shallpromptly and fully cooperate with Buyer (but at no out-of-pocket expense toSeller) to make such presentation and draw upon any letter of credit requestedby Buyer and to immediately deliver the proceeds thereof to Buyer.  The provisions of this Section 4.2.5(regarding letters of credit) shall survive the Closing and shall not mergeinto any documentation delivered at Closing.

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### 4.2.6                        CC&Rs;REAs; Owners Associations; and Assessments.  If any Project is located in a business parkwhich is either or both (a) encumbered by a declaration of covenants,conditions and restrictions (“**CC&Rs**”) ora reciprocal easement agreement (“**REA**”), orsimilar document and (b) governed by an owners association, then:  (i) at or prior to Closing, Seller shallmake reasonable efforts to procure from the association (or the declarant underthe CC&Rs or REA, as the case may be) and deliver to Buyer an estoppelletter that confirms the timely compliance, by Seller and the relevant Project,with (x) the obligation (if any) to pay any assessments due to the association(“**Assessments**”) by Seller, or withrespect to its Project (e.g. a so-called “paid assessments” confirmation), and(y) any other obligations imposed on either or both of Seller and its Projectunder any applicable association by-laws, CC&Rs, REA or similar documentencumbering the Project; and (ii) if any Assessments are due and payablewith respect to a Project, then at the Closing: (A) if such charges are payable after the Closing Date for a periodbefore the Closing Date, Seller shall pay to Buyer an amount equal to theamount of such charges allocated to the period before the Closing Date proratedon a per diem basis,

 

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### and (B) if suchcharges were paid before the Closing Date for a period from and after the ClosingDate, Buyer shall pay to Seller an amount equal to the amount of such chargesreasonably allocated to the period from, including and after the Closingprorated on a per diem basis.  AtClosing, Seller shall resign its position as officer(s) and/or as boardmember(s) of any owner’s association that Seller held as owner of theProperty.  If Seller is the declarantunder any owner’s association, or manages the owners’ association for anyportion of the Property, and after the Closing Date, Seller shall no longerretain at least a fifty-one percent (51%) interest in all of the land that issubject to the owners’ association, then promptly after the Closing Date,Seller shall reasonably cooperate with Buyer to transfer all such managementresponsibilities for such owners’ association(s) to Buyer, subject to anyrequirements that are imposed under the applicable agreements governing theowners’ association.

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### 4.2.7                        **Reconcile Post-Closing**. Buyer and Seller shall work together after Closing to promptly transitionthe invoices for the Property.  Theamount of payments by Seller or Buyer under this Section 4.2 mayhave been based on estimates of applicable amounts.  Except as otherwise expressly providedherein, if any payments by Seller or Buyer at the Closing under this Section 4.2are based on estimates, then, when the actual amounts are finally determined,Seller and Buyer shall recalculate the amounts that would have been paid at theClosing based on both (a) such actual amounts and (b) additional rentpayments actually received from Tenants (whether received by Seller or byBuyer), and Seller or Buyer, as the case may be, shall make an appropriatepayment to the other based on such recalculation.  Each of Seller and Buyer shall be responsiblefor preparing a reconciliation of all those items that are subject to prorationunder this Section 4.2, and each of their respectivereconciliations shall be only for their respective periods of ownership of theProperty during calendar year 2005. Seller has advised Buyer that Seller currently anticipates that it shallcomplete its reconciliation (“**Seller’s Reconciliation**”)on or before December 31, 2005, at which time Seller shall submit itsbillings for such reconciliation to the Tenants whose Lease terms are in effectprior to the Closing Date.  The TenantNotice Letters (defined below) shall advise the Tenants that they shall receiveseparate and district 2005 reconciliation billings from each of Seller andBuyer.  Seller shall deliver to Buyer atrue and complete copy of Seller’s Reconciliation promptly upon completionthereof.  Additionally, simultaneouslywith Seller’s delivery to Buyer of Seller’s Reconciliation, Seller shall alsodeliver to Buyer copies of the back-up documentation (e.g. general ledger) uponwhich Seller relied in its preparation of Seller’s Reconciliation.  If Buyer then receives from any of theTenants payments that are specifically marked as constituting such Tenants’respective payment due to Seller pursuant to Seller’s Reconciliation, or if it isotherwise reasonably apparent to Buyer that a payment received by Buyer from aTenant is intended to pay the sum that such Tenant then owes Seller, pursuantto Seller’s Reconciliation, Buyer shall promptly deliver such payments toSeller.   Seller shall both (i) makeappropriate representatives of Seller available, from time to time, upon Buyer’srequest, to respond to Tenant inquiries about Seller’s Reconciliation; and (ii) promptlydeliver to Buyer, upon Buyer’s request, true and complete copies of anyinvoices required to evidence and support any charges made to a Tenant pursuantto Seller’s Reconciliation if such Tenant challenges or contests thereconciliation billing

 

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### delivered to such Tenantby Seller pursuant to Seller’s Reconciliation. In the event of any subsequent adjustments in the final determination ofadditional rent owed by Tenants under the Leases for calendar year 2005 basedupon the resolution by Seller, Buyer and Tenant of any dispute or contest ofsuch amounts brought by Tenant pursuant to the terms of its Lease, Seller andBuyer shall promptly readjust between themselves the actual amounts owed forsuch calendar year, based upon such adjusted determination of additional rentowed by such Tenant.  In addition to theforegoing arrangements, Seller hereby covenants and agrees that (1) priorto Closing, and (2) with respect to capital expenditures made by Seller ator for the Property during the two (2) year period preceding the Closing Date,  and (3) if those capital expendituresare being billed through to the Tenants on an amortized basis, Seller shalldeliver to Buyer true and complete copies of Seller’s general ledger reflectingthese capital expenditures and the amortization thereof.  The provisions of this Section 4.2.7shall survive the Closing and shall not merge into any documentation deliveredat Closing.

###  

### 4.2.8                        Closing Date.  If the Earnest Money and balance of thePurchase Price is not delivered to the Title Insurer, in its capacity as escrowagent for the Closing, before 2:00 p.m. E.S.T. on the Closing Date, thenthe payments required to be made by Seller or Buyer under this Agreement shallbe determined assuming that the Closing Date occurred on the day after theactual Closing.

###  

### 4.2.9                        LeasingCosts.  At or prior toClosing, Seller shall pay (a) any leasing commissions due and payable onor before the Closing Date under the Leases and (b) any leasingcommissions due and payable over the original term of any Lease existing as of July 25,2005, but excluding those “monthly over the term” leasing commissions due afterthe Closing Date with respect to those Leases with those Tenants listed on Exhibit Sattached hereto.  Notwithstandinganything to the contrary in the previous sentence, Buyer shall be responsiblefor (and shall reimburse Seller at Closing) for any amounts expended by Sellerrelating to:  (i) leasingcommissions and tenant improvement costs in connection with any extension orrenewal of the term of a Lease (x) exercised after July 25, 2005 to theextent attributable to periods from and after the Closing Date and (y) aboutwhich Seller advises Buyer, in writing, prior to the Inspection Date (includingwithout limitation, payment of the Seller Commission, as defined below), (ii) leasingcommissions and tenant improvement costs in connection with any new lease orLease amendment (if such amendment provides for a renewal of the applicableLease term or an expansion of the applicable Tenant’s leased premises) executedby Seller or any Commission Agreement agreed to by Seller (or amendmentsthereto) after July 25, 2005, but only if and to the extent that such newlease, lease amendment or Commission Agreement is executed in compliance withthe provisions of Section 8 of this Agreement (including withoutlimitation, payment of the Seller Commission); and (iii) the SellerCommission for both (x) new leases entered into within three (3) monthsafter Closing with tenants which Seller or its affiliates initially procuredand actively pursued as prospects for the subject Project during the three (3) monthperiod preceding the Closing, and then only if such new tenant is included onthe Protected Tenant List, as defined below, and (y) lease amendments providingfor either or both of renewals of any Leases that are in effect on theEffective Date, and expansions of leased premises leased to

 

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### Tenant under Leases ineffect on the Effective Date, if such lease amendments are entered into withinthree (3) months after the Closing. Seller shall provide Buyer with a listing of all such tenant prospectsat Closing (the “**Protected Tenant List**”).  Any leasing commissions payable hereunder byBuyer to Seller or its affiliates shall be paid at the rate set forth in theCommission Agreements; provided, however, that if no Commission Agreementexists, the amount payable to Seller shall be at the market rates set forth on Exhibit Sattached hereto and incorporated herein by this reference; provided, however,that if there is an outside broker that is also due a commission in connectionwith the applicable lease or lease amendment, then Seller shall be paid onlyfifty percent (50%) of such amounts (collectively, “**SellerCommission**”).  Notwithstandinganything contained herein to the contrary, after the Closing Date, Buyer agreesto assume the obligation to pay those “monthly over the term” leasingcommissions as set forth on Exhibit S or as otherwise specificallyidentified to Buyer by Seller prior to the Closing in connection with any newLease executed after the Effective Date and pursuant to the requirements of Section 8.** **Notwithstandinganything contained herein to the contrary, in the event that any Lease orwritten commission agreement to which Seller is a party provides that Seller isobligated to pay a commission to a broker, at a future date, based upon theapplicable Tenant’s future expansion of its respective leased premises or uponsuch Tenant’s renewal or extension of its Lease term, but (x) such broker isnot then actually involved in any such future expansion of leased premises orfuture extension or renewal of such Lease term (“**UninvolvedBroker**”) and (y) Buyer is obligated to pay a leasing commission to athird party broker who is (aa) involved in that future expansion or extensionof such Lease and (bb) identified, in writing, by the applicable Tenant as suchTenant’s exclusive broker, then Seller shall remain obligated to pay, and shallpromptly pay, the commission due the Uninvolved Broker.  This obligation imposed under this Section 4.2.9shall survive Closing.

###  

### 4.2.10                  ClosingCosts.  Buyer shall pay thecost of an owner’s policy of title insurance, search charges, costs forextended coverage and any endorsements to the title insurance policy, costs forrecording the Deed, the cost of any lender’s policy of title insurance, thecost of the Survey, all escrow or closing agent charges, all costs associatedwith any encumbrance Buyer places on the Property at Closing, all costs ofBuyer’s due diligence (except as otherwise specifically provided in thisAgreement), and any other costs not expressly required to be paid by Sellerpursuant to this Agreement.  Seller shallpay for state, county and municipal transfer taxes and documentary stamps.  Each of Seller and Buyer shall pay 50% of thethird party costs incurred in order to transfer to Buyer those warranties thatshall be assigned to Buyer pursuant to the Assignment (including, but notlimited to, roof warranties).  Each partyshall pay its own attorneys.  Brokeragecommissions shall be paid as set forth in Section 15.  The obligations of the parties to payapplicable escrow or closing charges shall survive the termination of thisAgreement.

###  

### 4.2.11                  *** PropertyDebt.  At Closing, Seller shallcredit to Buyer an amount sufficient to pay off and release the *** debtencumbering the Property *** on Exhibit A (“*** **Debt**”) (plus one per diem day), and Buyer shall pay off andcause to be released from the record the *** Debt as of the day of Closing.  Seller shall

 

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### provide Buyer with apay-off letter for the *** Debt from *** (“**Lender**”) prior to Closing.  Seller agrees to pay (by way of a credit toBuyer on the Closing Date), any “yield maintenance penalty” imposed by Lenderor any other amount imposed or required by Lender as a condition to theprepayment of the *** Debt.  Seller (the “**Indemnifying Party**”) agrees to indemnify, protect, and holdharmless Buyer and Buyer’s assigns (the “**Indemnified Party**”),and each of them, for any and all costs, expenses, claims, fines, penalties, ordamages incurred by or asserted against the Indemnified Party, including butnot limited to attorneys’ fees and court costs, by either Lender or any otherperson or entity resulting from or arising out of the payment and release ofthe *** Debt as aforementioned. Notwithstanding the foregoing, Seller shall have the right, as analternative to Buyer’s payment of the *** Debt as set forth in this Section 4.2.11to pay and release the *** Debt at or prior to Closing.  If Seller does not elect to prepay the ***Debt, in full, prior to Closing, then the provisions of this Section 4.2.11shall survive the Closing and shall not merge into any documentation deliveredat Closing.  Seller and Buyer acknowledgeand agree that the lien of the *** Debt shall constitute a Permitted TitleException that is subject to the provisions of this Section 4.2.11.

###  

# Section 5.                                            Title andSurvey.

#  

# Prior to the InspectionDate, Seller shall identify (and advise Buyer, in writing, of) any easements orsimilar agreements Seller shall need to record prior to, or at Closing, toretain any rights on any of its property not being sold to Buyer.  All such easements and similar agreementsshall be subject to Buyer’s prior written approval, which approval shall not beunreasonably withheld.  Buyer will haveuntil 6:00 p.m. E.S.T. on the date that is two (2) business daysprior to the Inspection Date (“**Title Objection Deadline**”)to examine title to the Property and the Survey and give written notice toSeller of any objections to the title or the Survey which Buyer may have (“**Title Objections**”). If Buyer fails to timely so advise Seller of any Title Objections, Buyershall be deemed to have waived such right to object to any title exceptions ordefects.  Seller shall review anycomments Buyer provides to Seller in writing regarding its TitleObjections.  On or before the InspectionDate, Seller shall respond to any Title Objections that are timely delivered toSeller by Buyer.  If Seller’s response toany of Buyer’s Title Objections is not acceptable to Buyer, then Buyer mayelect, by written notice to Seller, on or before 6:00 p.m. E.S.T. on theInspection Date, either to (a) terminate this Agreement, in which case theEarnest Money shall be returned to Buyer by Escrow Agent, and the parties shallhave no further rights or obligations hereunder, except for those whichexpressly survive any such termination, or (b) waive its objectionshereunder and proceed with the transaction pursuant to the remaining terms andconditions of this Agreement.  If Buyerfails to timely advise Seller of its election, it shall be deemed to haveelected the option contained in subpart (b) above.  In the event that (i) Buyer advises Sellerof Title Objections on or before the Title Objection Deadline, and (ii) someor all of the Title Objections remain outstanding and unresolved to Buyer’ssatisfaction (or uncured) on the Inspection Date (the “**OutstandingTitle Objections**”), but Buyer does not elect to terminate thisAgreement pursuant to (a) above, then Seller hereby covenants and agreesthat, from and after the Inspection Date and continuing to the Closing Date,Seller shall use reasonable and good faith efforts to address and resolve (orcure) the Outstanding Title Objections. Seller is not obligated to actually resolve and cure those OutstandingTitle Objections, but rather, to act reasonably and in good faith in an effortto do so.  It shall, however,

 

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# be a condition precedentto Buyer’s obligation to close hereunder that the Title Policies (as defined inSection 9.1(d) below) include, among other coverages, the followingendorsements:  ALTA 3.1 zoning(modified), with parking, for improved Projects and ALTA 3.0 zoning (modified)for undeveloped Projects; CLTA 103.11 or ALTA Form 17 Access and Entry (orALTA Form 17.1 Indirect Access and Entry, as the case may be); CLTA 116.1(so-called “same-as”); ALTA 9.2 REM (owner’s comprehensive); and utilitiesfacilities for improved Projects (collectively, the “**Endorsements**”).  Notwithstanding the foregoing, however, Buyeracknowledges and agrees that (x) no zoning Endorsements will be issued withrespect to any Projects located in Florida; and (y) the issuance of allEndorsements in the prescribed forms shall be subject to whatever limitationsare applicable in those of the states in which Projects are located and thatare “filed rate” jurisdictions, and as a result, in such filed-rate jurisdictions,certain of the Endorsements shall be issued in the substantive forms filedwith, and approved by, the applicable insurance commissioner in suchjurisdiction, rather than the forms specified above.  Buyer shall have the right at any time towaive any Title Objections that it may have made and, thereby, to preserve thisAgreement in full force and effect. Notwithstanding anything contained herein to the contrary, Seller shallsatisfy and discharge, at Seller’s sole cost, all liens (e.g. mortgage, tax, judgmentand mechanics) on or before Closing or cause the Title Company to insure oversuch lien at Closing (in form and substance reasonably satisfactory to Buyer),except for the *** Debt described in Subsection 4.2.11 above.  If, as of Closing, Seller fails to satisfy,in full, all liens encumbering the Property, except that of the *** Debt, thenBuyer may deduct from, and set off against, the Purchase Price, those sumsrequired to satisfy, in full, all liens then encumbering the Property, exceptthat of the *** Debt, as it shall be satisfied in accordance with Section 4.2.11  Seller shall convey fee simple title to theProperty to Buyer by the Deed.

#  

# Section 6.                                            Buyer’sInspection.

#  

## 6.1                                 DocumentInspection. Buyer and Seller acknowledge that Buyer shall inspect the Property andshall examine, review and inspect the Seller Deliveries.  Seller hereby covenants and agrees thatSeller shall deliver to Buyer or give Buyer access to all of the SellerDeliveries.  Seller shall notintentionally withhold from Buyer any or all of the Seller Deliveries.  Seller does not make any representation orwarranty with respect to the accuracy of any of the Seller Deliveries that havebeen prepared by third parties, rather than by Seller.  Seller does represent and warrant, that tothe best of its knowledge, all of the Seller Deliveries prepared by Seller,itself, are accurate, in all material respects.

##  

## 6.2                                 PhysicalInspection. Subject to the Leases, any restrictionsunder any restrictions of record and applicable laws, Buyer and its agentsshall have the right, from time to time prior to the Closing during normalbusiness hours, to enter upon the Property to examine the same and thecondition thereof, and to conduct such surveys and to make such engineering andother inspections, tests and studies as Buyer shall determine to be reasonablynecessary, all at Buyer’s sole cost and expense, including, without limitation,a Phase I environmental report and a roof survey and report.  Notwithstanding the foregoing, Buyer shallnot conduct or allow any physically intrusive testing of, on or under theProperty without Seller’s prior written consent, which consent shall not beunreasonably withheld or delayed.  Buyeragrees to give Seller reasonable advance notice of such examinations or surveysand to conduct such examinations or surveys during normal business hours to theextent practicable.  Buyer agrees toconduct all

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## examinationsand surveys of the Property in accordance with all applicable laws and in amanner that will not interfere with the operations of Seller or Tenants thereonand will not harm or damage the Property or cause any claim adverse to Selleror any Tenant, and agrees to restore the Property to its condition prior to anysuch examinations or surveys immediately after conducting the same.  Buyer shall not contact any Tenants orgovernmental or quasi governmental authorities concerning the Property withoutSeller’s prior written consent, which consent shall not be unreasonablywithheld or delayed, and Seller shall have the right to be present during anysuch contacts.  Seller acknowledges thatBuyer intends to conduct Tenant interviews throughout the Property.  Buyer hereby indemnifies and holds Seller andany agent, advisor, representative, affiliate, employee, director, partner,member, beneficiary, investor, servant, shareholder, subsidiary, trustee orother person or entity acting on Seller’s behalf or otherwise related to oraffiliated with Seller (collectively, “**Seller Related Parties**”)harmless from and against any claims for injury or death to persons, damage toproperty or other losses, damages (actual, but not consequential) or claims,including, without limitation, claims of any tenant(s) then in possession, andincluding, without limitation,, in each instance, attorneys’ fees andlitigation costs, actually suffered or incurred by any or all of the SellerRelated Parties and directly arising out of (i) any action of any personor firm entering the Property on Buyer’s behalf as aforesaid or (ii) anybreach by Buyer of its obligations under this Section, which indemnity shallsurvive the Closing and any termination of this Agreement.  Prior to, and as a condition to any entry onthe Property by Buyer or its agents for the purposes set forth in this Section 6.3,Buyer shall deliver to Seller a certificate of insurance evidencingcomprehensive general liability (including coverage for contractualindemnities) with a combined single limit of at least $2,000,000.00, in a formreasonably acceptable to Seller, covering any accident or damage arising inconnection with Buyer or agents of Buyer on the Property, and naming Seller asan additional insured.  Buyer willprovide a copy of any written inspection, test, report or summary to Sellerupon Seller’s written request therefor.

##  

## 6.3                                 FormalInspection Period. Buyer’s obligation to close under this Agreement is subject to andconditioned upon Buyer’s investigation and study of and satisfaction with theProperty as set forth in this Section 6.  Buyer shall have until 6:00 p.m. E.S.T.on the Inspection Date in which to make such investigations and studies withrespect to the Property as Buyer deems appropriate and to terminate thisAgreement, by written notice delivered to Seller and Escrow Agent if Buyer isnot, for any reason, satisfied with the Property in which case the EarnestMoney shall be returned by Escrow Agent to Buyer without any further action(including, but not limited to, any consent of, or direction from, Seller), andneither party shall have any further obligations hereunder except for thoseobligations of Buyer set forth in Sections 6.3 and 6.5.  If Buyer fails to deliver written notice toSeller of its election to terminate this Agreement on or before 6:00 p.m.E.S.T. on the Inspection Date, then Buyer’s termination rights under this Section 6shall be deemed to have been waived by Buyer, the Earnest Money shall benon-refundable (unless Seller defaults as provided herein or unless anyconditions precedent to Buyer’s obligation to close, as such conditionsprecedent are specifically provided under this Agreement, are not satisfied orwaived by Buyer), and the parties shall proceed with the transaction pursuantto the remaining terms and conditions of this Agreement.

##  

## 6.4                                 Confidentiality.  Buyer and its representatives shall hold inconfidence all data and information not available in the public domain (orotherwise made public by any party other than Buyer and its representatives)relating to Seller or its business, whether obtained before or

##  

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##  

## afterthe execution and delivery of this Agreement pursuant to the ConfidentialityAgreement which is incorporated herein and which Buyer hereby reaffirms,subject, however, to the final sentence of Section 18.3.  In the event of a breach or threatened breachby Buyer or its representatives of this Section 6.5, Seller shallbe entitled to all remedies set forth in the Confidentiality Agreement.  Nothing in this Agreement shall be construedas prohibiting Seller from pursuing any other available remedy at law or inequity for such breach or threatened breach of the ConfidentialityAgreement.  The provisions of this Section 6.5shall survive the Closing and any termination of this Agreement for a period oftwo (2) years.

##  

## 6.5                                 Non-Compete.  For a period of *** after the Closing Date,Seller hereby covenants and agrees that neither it, nor its affiliates, shallsolicit any Tenants so as to induce such Tenants to lease space within, or topurchase, any other buildings owned by any of Seller or its affiliates.  For purposes of this Section 6.5,the term, “affiliates,” shall mean any person or entity which controls, iscontrolled by, or is under common control with, Seller.  Notwithstanding the foregoing, thisnon-compete shall not prevent Seller from responding to any Tenant who requestsa proposal from Seller for the lease of space in another building owned bySeller.  The provisions of this Section 6.5shall survive the Closing.

##  

# Section 7.                                            Representationsand Warranties.

#  

## 7.1                                 Representations.  As of the Effective Date, Seller herebyrepresents and warrants to Buyer that the following statements are true, exceptas (a) may otherwise be disclosed on the “Disclosure Schedule” attached heretoas Exhibit E and (b) expressly set forth in any of the SellerDeliveries.

##  

### 7.1.1                        Leases.  (i) Seller has made available to Buyertrue, correct, and complete copies of all of the Leases and the Guaranties,together with any and all modifications, amendments and supplements to any orall of the Leases and the Guaranties, all in accordance with the Lease List, (ii) exceptas disclosed on the Lease List or specifically made known to Buyer, in writing,Seller is not a party to any agreement, of any nature, granting to any thirdparty any possessory interest, of any nature, in or to any portion of any orall of the Buildings, (iii) Seller has received no written notice fromTenants claiming that Seller is currently in default in its obligations aslandlord under any of the Leases which has not been cured except as may bedisclosed in a Tenant Estoppel Certificate; (iv) no Tenant is in defaultin any material monetary obligation under its Lease, except as expresslydisclosed to Buyer in the A/R Report, as defined below, or in any of the Seller’sDeliveries; and (v) Seller has delivered to Buyer that certain accountsreceivable report, prepared by Seller and dated as of August 15, 2005,which report summarizes all outstanding accounts receivable owed to Seller byany and all Tenants as of the date thereof (the “**A/R Report**”).  The A/R Report is accurate, true and completein all material respects.  Prior toClosing, Seller shall deliver to Buyer an updated A/R Report prepared noearlier than five (5) days prior to Closing.  Seller hereby covenants and agrees with Buyerthat, from and after the Effective Date, Seller shall deliver to Buyer(promptly after Seller’s transmission to the Tenant in question) any and alldefault notices that Seller sends to any and all of the Tenants with respect toalleged monetary and nonmonetary defaults under their Leases.

 

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### 7.1.2                        Agreements.  Seller has not entered into any managementagreement, or agreement for provision of services or supplies concerning theProperty except for the Service Contracts, the possible *** AnnexationAgreement, as described in Subsection 19.1 below and the contractsfor the Pending Land Sale Property described in Subsection 19.4below.  Seller has not entered into anyleasing commission agreements that have outstanding obligations for payment ofcommissions by the landlord that shall be binding on Buyer except for thosedescribed in Section 4.2.9. To the best of Seller’s knowledge, Seller is not a party to anyunrecorded agreements with any governmental entity, agency or authority (“**Governmental Authority**”) that (a) impose anyobligations on the Property or on any owner of any part of the Property excepttax abatements given to Tenants by such governmental agencies, the ***Annexation Agreement and the *** Condemnation, as defined below, and (b) thatshall survive the Closing, nor, to the best of Seller’s knowledge, has Sellerpetitioned, or applied to any Governmental Authority for the passage of anyordinance or regulation that (i) does or may impose any obligations on anyportion of the Property and or any owner of any portion of the Property excepttax abatements given to Tenants by such governmental agencies, the ***Annexation Agreement and the *** Condemnation (ii) shall survive theClosing; and (iii) has not been recorded against the Property.

###  

### 7.1.3                        NoLitigation. Seller has not been served with any summons and complaint with respectto any pending, nor does Seller have any knowledge of receipt of written noticeof any threatened litigation or proceeding by any organization, person,individual or governmental agency against Seller with respect to the Propertyor against the Property as of the date of this Agreement except thatspecifically disclosed to Buyer, in writing as part of Seller’s Deliveries.

###  

### 7.1.4                        Authority.  Seller is a duly organized and validly formedlimited partnership, limited liability company or general partnership, as thecase may be, under the laws of the State of its formation, is qualified to dobusiness in each state in which the Property it owns is located and is notsubject to any involuntary proceeding for dissolution or liquidation thereof.

###  

### 7.1.5                        Non-ForeignStatus.  Seller is not a “foreignperson” as that term is defined in the Internal Revenue Code of 1986, asamended and the Regulations promulgated pursuant thereto.

###  

### 7.1.6                        Authority ofSignatories; No Breach of Other Agreements, etc.  The execution, delivery of and performanceunder this Agreement are pursuant to authority validly and duly conferred uponSeller and the signatories hereto.  Theconsummation of the transaction herein contemplated and the compliance bySeller with the terms of this Agreement do not and will not conflict with orresult in a breach of any of the terms or provisions of, or constitute adefault under, the organizational or governing entity documents of Seller, or,to Seller’s knowledge, any agreement, arrangement, understanding, accord,document or instrument to which Seller is a party or by which Seller or anymaterial property of Seller is bound.

 

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### 7.1.7                        HazardousMaterials.  Except as (a) expresslyand specifically set forth in any Seller Deliveries (including withoutlimitation, any environmental assessment reports), (b) as otherwiseexpressly and specifically disclosed to Buyer in writing prior to theInspection Date or (c) as expressly and specifically set forth in anyreport prepared by Buyer or its environmental engineers or consultants,

###  

##### (i)                                     Seller hasnot received any written notices from any or all of any Governmental Authority,any Tenants or neighboring, upgradient or downgradient property ownersregarding any alleged noncompliance with, or violation of, any environmentallaws applicable to all or any portion of the Property or the presence orrelease of hazardous substances on or from any portion of the Property (exceptwith respect to any hazardous substances used or maintained by Tenants in thenormal and ordinary course of their respective business operations and inaccordance with applicable environmental laws); and

#####  

##### (ii)                                  Seller hasno knowledge of any alleged noncompliance with, or violation of, anyenvironmental laws applicable to the Property or the presence or release ofhazardous substances on or from any portion of the Property (except withrespect to any hazardous substances used or maintained by Tenants in the normaland ordinary course of their respective business operations and in accordancewith applicable environmental laws).

#####  

### 7.1.8                        GovernmentViolation and Compliance. Except as set forth in the Seller’s Deliveries or otherwise disclosed toBuyer in writing prior to the Inspection Period, Seller has not receivedwritten notice from any Governmental Authority asserting any violation of anyapplicable federal, state, county or municipal laws, ordinances, codes, orders,regulations or requirements affecting any portion of any or all of the Land andthe Buildings, including, without limitation, the Americans with Disabilities Act.

###  

### 7.1.9                        Assessments.  To Seller’s knowledge, Seller has notreceived any written notice from any Governmental Authority of any plans forimprovements by such Governmental (or any quasi-governmental) Authority thatwill result in a special assessment against any or all of the Land and theBuildings that is not already assessed against the Land and the Buildings.

###  

### 7.1.10                  OtherAgreements. Excepting this Agreement and the disclosures made herein and those setforth in the Leases, Seller is not a party to any contract, agreement, orcommitment to sell, convey, assign, transfer provide rights of first refusal,or other similar rights or otherwise dispose of any portion or portions of theProperty.

###  

### 7.1.11                  SellerDeliveries. To Seller’s knowledge, Seller Deliveries made available to Buyerpursuant to this Agreement are, except as expressly otherwise disclosed inwriting by Seller prior to the Inspection Date, complete copies of all SellerDeliveries, in all material respects; provided, however, that such materialityqualifier shall not apply to the Leases and the Guarantees.

 

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### 7.1.12                  Condemnation.  Seller has not received any written noticeadvising it of any pending or threatened condemnation or other governmentaltaking proceedings affecting all or any part of the Property except asdisclosed to Buyer, in writing, prior to the Inspection Date.

###  

### 7.1.13                  TaxConsultants. To Seller’s knowledge and except as made known to Buyer, in writing,prior to the Inspection Date, Seller has not engaged any legal counsel or otherconsultant to seek any Tax Refund or otherwise protest any Taxes levied againstall or any portion of the Property under engagement arrangements that (x)impose fees on a contingency, other than hourly, basis and (y) Buyer shall berequired to assume at Closing.

###  

Allrepresentations and warranties made by Seller in this Agreement shall survivethe Closing for a period of one (1) year and shall not merge into anyconveyancing documentation delivered at Closing.

 

## 7.2                                 Buyer’sRepresentations. As of the Effective Date, Buyer hereby represents and warrants Sellerthat that the following statements are true:

##  

### 7.2.1                        Authority.  Buyer is a duly organized and validly formedlimited liability company under the laws of the State of Delaware, is (or priorto Closing, shall be) qualified to do business in each state in which theProperty is located and is not subject to any involuntary proceeding fordissolution or liquidation thereof.

###  

### 7.2.2                        Authority ofSignatories; No Breach of Other Agreements.  The execution, delivery of and performanceunder this Agreement are pursuant to authority validly and duly conferred uponBuyer and the signatories hereto.  ToBuyer’s knowledge, the consummation of the transaction herein contemplated andthe compliance by Buyer with the terms of this Agreement do not and will notconflict with or result in a breach of any of the terms or provisions of, orconstitute a default under, any agreement, arrangement, understanding, accord,document or instrument by which Buyer is bound.

###  

## 7.3                                 Miscellaneous.  As used herein, the phrase “Seller’sknowledge” or any derivation thereof shall mean the actual knowledge of NickAnthony, Vice President, Acquisitions/Dispositions upon reasonable and good faithinquiry with parties who have knowledge of the facts and circumstances setforth in this Section 7.1. As used herein, “disclosed to Buyer in writing” shall include thosedocuments made available for Buyer’s review on the Broker’s website set upspecifically for this transaction.  Itshall be a condition of Closing that the representations and warrantiescontained in this Section 7.1 are true and correct at Closing.  In the event that Seller learns ordetermines, or Buyer actually learns or is otherwise advised, in writing, thatany of said representations or warranties that was accurate as of the EffectiveDate becomes inaccurate between the Effective Date and the Closing, Seller orBuyer, as applicable, shall immediately notify the other party in writing (“**Breach Notice**”) of such inaccuracy.  Seller shall have the right, by so advising,in writing, within one (1) business day after Seller or Buyer, as the casemay be, delivers the Breach Notice, to extend the Closing for up to thirty (30)days in order to allow Seller to cure the inaccuracy(ies) noted in the BreachNotice.

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## 

##  

## IfSeller so elects to extend the Closing, then Seller shall use its diligent andgood faith efforts to cure the inaccuracies noted in the Breach Notice.  In the event Seller so cures suchinaccuracy(ies), in full, this Agreement shall remain in full force andeffect.  If Seller fails to timelyexercise its right to extend the Closing, or if Seller does so extend theClosing, but then fails to cure, in full, the inaccuracies set forth in theBreach Notice, Buyer may either (a) terminate this Agreement by writtennotice to Seller, in which case the Earnest Money, together with interestearned thereon, shall be immediately returned to Buyer and the parties shallhave no further rights or obligations hereunder, except for those whichexpressly survive such termination, or (b) waive such right to terminate(but only with respect to the then-uncured inaccuracies set forth in the BreachNotice) by proceeding with the transaction pursuant to the remaining terms andconditions of this Agreement.  In theevent Buyer elects option (b) in the preceding sentence therepresentations and warranties shall be deemed to be automatically amended toreflect the inaccuracies set forth in the Breach Notice.  Notwithstanding and without limiting theforegoing, (i) if any of the representations or warranties of Sellercontained in this Agreement or in any document or instrument delivered inconnection herewith are materially false or inaccurate, or Seller is inmaterial breach or default of any of its obligations under this Agreement thatsurvive Closing, and Buyer nonetheless closes the transactions hereunder andpurchases the Property, then, subject to (x) and (y) below, Seller shall haveno liability or obligation respecting such false or inaccurate representationsor warranties or other breach or default (and any cause of action resultingtherefrom shall terminate upon the Closing) in the event that either (x) on orprior to Closing, Buyer shall have had knowledge of the false or inaccuraterepresentations or warranties or other breach or default, or (y) the accuratestate of facts pertinent to such false or inaccurate representations orwarranties or other breach or default was contained, in any of the SellerDeliveries or other written information furnished or made available to orotherwise directly obtained by Buyer, and (ii) to the extent the copies ofthe Leases, the Guaranties the Service Contracts, the Commission Agreements orany other information actually furnished or made available to or otherwisedirectly obtained by Buyer with respect to the Property prior to the ClosingDate contain provisions or information that are inconsistent with the foregoingrepresentations and warranties, and Buyer nevertheless elects to proceed toclose under this Agreement, Seller shall have no liability or obligationrespecting such inconsistent representations or warranties (and Buyer shallhave no cause of action with respect thereto), and such representations andwarranties shall be deemed modified to the extent necessary to eliminate suchinconsistency and to conform such representations and warranties to suchLeases, Guaranties, Service Contracts, Commission Agreement and other writteninformation.

##  

Notwithstanding anything to the contrary set forthin this Section 7.3, in the event that, (A) any of Seller’srepresentations and warranties set forth in this Agreement are renderedinaccurate or false, in any way, prior to Closing; (B) Seller fails tocompletely cure such breach or default prior to Closing; and (C) as aresult of (A) and (B), Buyer exercises its right to terminate thisAgreement, then Buyer’s Earnest Money shall be immediately returned toBuyer.  The foregoing provisions of this Section 7.3concerning Seller’s obligation to reimburse Buyer shall survive any terminationof this Agreement.

 

## 7.4                                 Reaffirmation.  Subject to the provisions of Section 7.3,at Closing Seller shall be deemed to have reaffirmed that the representationsand warranties of Seller in this Section 7 are true and correct,except that Seller shall be deemed to have reaffirmed that thoserepresentations

##  

## 20

## 

##  

## andwarranties set forth in Sections 7.1.3, 7.1.8, 7.1.9 and 7.1.13are true and complete, in all material respects.  At Closing, Buyer shall be deemed to havereaffirmed that the representations and warranties of Buyer in this Section 7are true and correct.

##  

# Section 8.                                            OperationsPending Closing.

#  

# Seller, at its expense,shall use reasonable efforts to (a) maintain the Property until theClosing or until the termination of this Agreement, whichever is earlier,substantially in the same condition as exists on the Effective Date, andsubject to ordinary wear and tear, damage by fire or other casualty andcondemnation excepted; and (b) to comply, in all material respects, with,and to enforce, all of the Leases (but without an obligation to file suitagainst any of the Tenants).  Sellershall deliver to Buyer a copy of any written notice of default delivered bySeller to any Tenant from and after the Effective Date.  After the Effective Date, without Buyer’sconsent, which consent shall not be unreasonably withheld (provided, however,Buyer’s consent shall be deemed granted in the event Buyer does not object inwriting thereto within five (5) days after Seller requests such consentfrom Buyer), Seller will not enter into any (a) contract for service tothe Property unless it is terminable without penalty on no more than thirty(30) days written notice (except that Seller may enter into any such contractin response to any condition or event which would, in Seller’s good faithdetermination, endanger the safety or integrity of the Improvements, providedthat Buyer shall have no obligation to assume any such contract unless Buyerapproves of such contract in writing), or (b) any new lease or anymodification, amendment, restatement, termination, or renewal of any Leaseexcept for non-binding letters of understanding, certificates, punch lists andother documents expressly and specifically contemplated by the applicableLease, provided such Lease was either in effect on or prior to the EffectiveDate or is otherwise approved by Buyer in accordance with this Section 8,or (c) any agreement pursuant to which Buyer shall be required to pay aleasing brokerage commission to either or both of Seller and a third party inconnection with any new lease or the amendment of any Lease in effect on theEffective Date, if such amendment either renews and extends the term of theLease in effect on the Effective Date or expands the leased premises under suchLease in effect on the Effective Date. Seller shall promptly deliver to Buyer or make available to Buyer a trueand complete copy of any item in (a) or (c), and the deal terms for anydocument described in (b) of the preceding sentence entered into by Sellerafter the Effective Date. Notwithstanding the foregoing, at the request of Buyer made on or beforethe Inspection Date, Seller shall terminate any Service Agreement designated byBuyer, as of the Closing Date.  AnyService Agreements which Seller does not request be terminated as described inthe previous sentence shall be assigned to Buyer at Closing, to the extent suchService Agreements are assignable.

#  

# Section 9.                                            Conditionsto Closing.

#  

## 9.1                                 Buyer’sConditions Precedent. Buyer’s obligation to proceed to Closing under this Agreement is subjectto the following conditions precedent (any or all of which Buyer may elect, inits sole discretion, to waive):

##  

#### (a)                                  Seller shallhave performed and satisfied each and all of Seller’s obligations under thisAgreement; and

 

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#### (b)                                 Each and allof Seller’s representations and warranties set forth in this Agreement shall betrue and correct at the Effective Date and at the Closing Date.

####  

#### (c)                                  Seller shallhave delivered to Buyer the Tenant Estoppel Certificates from (i) Tenantsrepresenting at least *** of the Tenants who lease ***  or more square feet of the leased rentablesquare feet of the Property, (ii) Tenants representing at least *** of theTenants who lease *** square feet of the leased rentable square feet of theProperty, and (iii) Tenants representing at least *** of the Tenants wholease less than *** of the leased rentable square feet of the Property,provided that Seller shall be deemed to have delivered satisfactory TenantEstoppel Certificates so long as the tenant estoppel certificate executed bythe Tenant satisfies Tenant’s estoppel certificate requirement under itsLease.  Nevertheless, Seller shall makereasonable efforts to procure an Estoppel Certificate from all Tenants.  Further, any qualification of “to Tenant’sknowledge” (or similar qualification) with respect to any assertion in theTenant Estoppel Certificate regarding the status of the performance of any oflandlord’s obligations under the Lease shall be acceptable.  Notwithstanding anything contained in thisAgreement to the contrary, in the event that, despite Seller’s good faith andreasonable efforts, Seller is unable to obtain a Tenant Estoppel Certificatefrom any particular Tenant, Seller shall have the right (but not theobligation) to deliver to Buyer on the Closing Date a certificate (a “**Seller’s Estoppel Certificate**”) in the form attached heretoand made a part hereof as Exhibit N and in such event, Seller shallbe deemed to have delivered a Tenant Estoppel Certificate with respect to suchTenant for purposes of satisfying the condition under this Section 9.1.  In addition, Seller shall be released fromany liability with respect to such Seller’s Estoppel Certificate upon thesooner to occur of (i) one (1) year following the Closing Date and (ii) thedate of delivery to Buyer of a Tenant Estoppel Certificate executed by theTenant for which Seller has delivered such Seller’s Estoppel Certificate.  Seller shall be required to deliver to Buyer,promptly upon Seller’s receipt thereof, true and complete copies of allEstoppel Certificates delivered by any and all Tenants.

####  

#### (d)                                 The TitleInsurer shall later-date the Title Commitments to cover the Closing and therecording of the Deed, and shall issue owner’s policies of title insurance (ora pro forma owner’s policy or a so-called “marked-up” title commitment) toBuyer, naming Buyer as the insured and providing insurance on the Property, inthe amount of the Purchase Price, and subject only to the Permitted TitleExceptions, all in accordance with Section 5 of this Agreement (the“**Title Policies**”).  As provided in Section 5, theTitle Policies shall include the Endorsements.

####  

#### (e)                                  All Leasesfor space equal to or greater than *** square feet that are in effect on theInspection Date with respect to a given Project shall be in full

 

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#### force and effect on the Closing Dateunless such Lease expires during such period; provided, however, in the eventthat the foregoing condition is not satisfied with respect to one or moreProjects, then Seller shall have the right to master lease such space on all ofthe same terms set forth in the applicable Tenant’s Lease for a period of ***from and after the Closing Date.  IfSeller does elect to so master lease any such leased premises, then such masterlease arrangement shall permit Buyer to unilaterally terminate any such masterlease on an accelerated basis, so as to permit Buyer to lease such leasedpremises to a third party.  ***

####  

In the event any of the foregoing conditions are notsatisfied prior to or at the Closing, then subject to Section 7.3hereof and to the provisions of Section 9.1(e), Buyer may terminatethis Agreement by written notice to Seller on the Closing Date and thereaftershall have no obligation to proceed with the Closing, the Earnest Money shallbe immediately returned and paid to Buyer, and neither party shall have anyfurther obligation hereunder, except those which expressly survive thetermination of this Agreement. Notwithstanding the foregoing, nothing contained herein shall waive ordiminish any right or remedy Buyer may have for Seller’s default or breach ofthis Agreement as set forth in this Agreement.

 

## 9.2                                 Seller’sConditions Precedent. Seller’s obligation to proceed to Closing under this Agreement issubject to the following conditions precedent:

##  

#### (a)                                  Sellerreceiving all corporate and partnership approvals to complete this transactionon or before the Inspection Date.  In theevent this condition is not satisfied on or prior to the Inspection Date,Seller may deliver written notice thereof to Buyer on or before the InspectionDate whereupon this Agreement shall cease and terminate, the Earnest Moneyshall be returned and paid to Buyer, and neither party shall have any furtherobligation hereunder except those which expressly survive the termination ofthis Agreement; provided, however, that Seller shall also be required toreimburse Buyer in accordance with the provisions of that certain Access andIndemnification Agreement, dated as of July 27, 2005, by and betweenSeller and Buyer (the “**AIA**”).  Notwithstanding anything to the contrary setforth above, in the event that *** does not receive its partnership approval tosell the undeveloped Property owned by ***, as identified on Exhibit A(“*** **Property**”), on or before*** , 2005Seller shall so advise Buyer, in writing, on or before*** , 2005, whereupon the*** Property shall be excluded from the Property, and the Purchase Price forthe undeveloped Property shall be reduced by $***  for the *** acre parcel and $***  for the***  acre parcel. If Seller fails to sonotify Buyer on or before the Inspection Date, this condition shall be deemedwaived.  If the *** Property is excludedfrom the Property, then Seller shall reimburse Buyer, within ten (10) daysof written demand therefor, for all out-of-pocket costs and expenses actuallyincurred by Buyer with respect to its due diligence investigation of and aboutthe *** Property in an amount not to exceed *** per each parcel comprising the *** Property.

 

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#### (b)                                 Buyer shallhave performed and satisfied each and all of Buyer’s obligations under thisAgreement. In the event this condition is not satisfied on or prior to theClosing Date, Seller shall have no obligation to proceed to Closing and, if Sellerdelivers written notice to Buyer that the foregoing condition has not beensatisfied, this Agreement shall cease and terminate, the Earnest Money shall bereturned and paid to Buyer, and neither party shall have any further obligationhereunder except those which expressly survive the termination of thisAgreement.

####  

Notwithstanding the foregoing, nothing containedherein shall waive or diminish any right or remedy Seller may have for Buyer’sdefault or breach of this Agreement.

 

# Section 10.                                      Closing.

#  

## 10.1                           Time andPlace.  Provided that allof the conditions set forth in this Agreement are theretofore fully satisfiedor performed, the Closing shall be held in escrow through Escrow Agent, on theClosing Date or such other date that is mutually agreeable to Buyer and Sellerunless the Closing Date is postponed pursuant to the express terms of thisAgreement.

##  

## 10.2                           SellerDeliveries. Seller shall obtain and deliver to Buyer or to Escrow Agent at theClosing the following documents (all of which shall be duly executed, andwitnessed and/or notarized as necessary):

##  

#### (a)                                  The Deed,subject to the Permitted Title Exceptions.

####  

#### (b)                                 ANon-Foreign Certificate, substantially in the form attached as Exhibit Ghereto.

####  

#### (c)                                  The Officer’sCertificate substantially in the form attached hereto as Exhibit K.

####  

#### (d)                                 TheAssignment.

####  

#### (e)                                  The Bill ofSale.

####  

#### (f)                                    A ClosingStatement in form and substance mutually satisfactory to Buyer and Seller (the “**Closing Statement**”).

####  

#### (g)                                 An affidavitof title or other affidavit customarily required of sellers by the TitleInsurer to remove the standard mechanics’ liens and parties in possessionexceptions from an owner’s title insurance policy which are capable of beingremoved by such an affidavit.

####  

#### (h)                                 Suchtransfer tax, certificate of value or other similar documents customarilyrequired of sellers in the county in which the Property is located.  To the extent that the parties are requiredto allocate the Purchase Price among Projects for purposes of calculatingtransfer taxes, the parties shall utilize the allocated values determined byBuyer, except as otherwise

 

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#### previously agreed between Seller andBuyer (and confirmed via e-mail communication between the parties) with respectto certain of the Projects and the allocated values assigned thereto.

####  

#### (i)                                     Such furtherinstructions, documents and information, including, but not limited to a Form 1099-S,as Buyer or Title Insurer may reasonably request as necessary to consummate thepurchase and sale contemplated by this Agreement.

####  

#### (j)                                     A notice tosend to all Tenants substantially in the form attached hereto as Exhibit H(“**Tenant Notice Letters**”).

####  

#### (k)                                  A notice tosend to all Vendors substantially in the form attached hereto as Exhibit L.

####  

#### (l)                                     All TenantEstoppel Certificates received from Tenants.

####  

#### (m)                               The SellerEstoppel Certificate, if applicable.

####  

#### (n)                                 A currentrent roll in the same substantive format as set forth in the sample rent rollattached hereto as Exhibit U, but prepared within five (5) daysof the Closing Date and certified by Seller to be true, correct and complete,in all material respects.

####  

## 10.3                           BuyerDeliveries. Buyer shall deliver to Seller or Escrow Agent at Closing the following:

##  

#### (a)                                  The PurchasePrice in immediately available funds, subject to the prorations provided for inthis Agreement.

####  

#### (b)                                 Counterpartoriginals duly executed (and witnessed and/or notarized as necessary) by Buyerof the Assignment and the Closing Statement.

####  

#### (c)                                  Suchtransfer tax, certificate of value or other similar documents customarilyrequired of purchasers in the county in which the Property is located.

####  

#### (d)                                 Such otherdocuments or instruments that are reasonably necessary to consummate theClosing.

####  

## 10.4                           PropertyDeliveries. On the Closing Date (or any later date upon which the parties agree),Seller shall deliver to a location (upon which Seller and Buyer mutually agree)in each city where the Property is located: the original Leases; original Guaranties; original Service Contracts(except with respect to those that Buyer timely elects not to assume); completeand original tenant lease files; and, to the extent in Seller’s possession orcontrol:  certificates of occupancy,plans and specifications, and keys for the Property.

##  

## 25

## 

##  

# Section 11.                                      Default andRemedies.

#  

## 11.1                           Buyer’sDefault.  In the event of adefault by Buyer under the terms of this Agreement, the Escrow Agent shalldisburse the Earnest Money to Seller, and Seller shall, as its sole and exclusiveremedy, have the right to retain the Earnest Money for such default of Buyer,whereupon this Agreement shall terminate and the parties shall have no furtherrights or obligations hereunder, except for those which expressly survive anysuch termination.  It is hereby agreedthat Seller’s damages in the event of a default by Buyer hereunder areuncertain and difficult to ascertain, and that the Earnest Money constitutes areasonable liquidation of such damages and is intended not as a penalty, but asliquidated damages.  This provision shallexpressly survive the termination of this Agreement.

##  

## 11.2                           Seller’sDefault.  Subject to Section 7.3,in the event of a pre-Closing default by Seller under the terms of thisAgreement which is not cured by Seller, prior to or on the Closing Date and asprovided hereunder, Buyer’s sole and exclusive remedies hereunder shall be toeither (a) terminate this Agreement whereupon Buyer will receive a refundof the Earnest Money from Escrow Agent and neither party hereto shall have anyfurther obligation or liability to the other (except with respect to thoseprovisions of this Agreement which expressly survive the termination hereof),Buyer hereby waiving any right or claim to damages for Seller’s breach, or (b) seekspecific performance of Seller’s obligations under this Agreement (but no otheraction, for damages or otherwise, shall be permitted); provided that any actionby Buyer for specific performance must be filed, if at all, within thirty (30)days of Seller’s default, and the failure to file within such period shallconstitute a waiver by Buyer of such right and remedy.  If Buyer shall not have filed an action forspecific performance within the aforementioned time period or so notifiedSeller of its election to terminate this Agreement, Buyer’s sole remedy shallbe to terminate this Agreement in accordance with clause (a) above.

##  

## 11.3                           Limitationon Liability. Notwithstanding anything to the contrary contained in this Agreement orany documents executed in connection herewith, if, following the Closing, Buyerfirst learns that any representations or warranties made by Seller (as may beamended pursuant to Section 7.3) were materially inaccurate as ofthe Effective Date or the Closing Date or that Seller failed to satisfy any ofits covenants or breached any of its indemnification or other obligations(whether express or implied) of Seller under this Agreement (or any document orcertificate executed or delivered in connection herewith), then Seller shallreimburse Buyer for all damages (actual, but not consequential) actuallyincurred by Buyer as a result thereof, up to a maximum aggregate amount for allsuch failures and breaches of Ten Million Dollars ($10,000,000.00), providedthat (i) Buyer notifies Seller in writing within twelve (12) months fromthe Closing Date of such breach or inaccuracy and Buyer’s damages suffered inconnection therewith, and (ii) Seller shall in no event be responsible forany consequential or punitive damages resulting from such inaccuracy.  Notwithstanding anything to the contrarycontained in this Agreement, Buyer shall have no right to recover from, orproceed against, Seller by reason of any of the representations, warranties,indemnifications, covenants or other obligations (whether express or implied)of Seller under this Agreement (or any document or certificate executed ordelivered in connection herewith) upon the expiration of such twelve (12) monthperiod except to the extent Buyer has so notified Seller in accordance with theterms of this Agreement within such twelve (12)****monthperiod.  No shareholder or agent ofSeller, nor any Seller Related Parties, shall have any personal liability,directly or indirectly, under or in connection with this Agreement or anyagreement made or entered into under or pursuant to the provisions of thisAgreement, or any amendment or amendments to any of the foregoing made at

##  

## 26

## 

##  

## anytime or times, heretofore or hereafter, except in the event of fraud, and Buyerand its successors and assigns and, without limitation, all other persons andentities, shall look solely to Seller’s assets for the payment of any claim orfor any performance, and Buyer, on behalf of itself and its successors andassigns, hereby waives any and all such personal liability, except in the eventof fraud.  The provisions of this Section 11.3shall survive the Closing or sooner termination of this Agreement.

##  

# Section 12.                                      Condemnationor Destruction.

#  

## 12.1                           Condemnation.  If, prior to the Closing, all or any materialpart of a given Building of the Property is subject to a bona fide threat ofcondemnation by a body having the power of eminent domain, or is taken byeminent domain or condemnation (in either case, “**Condemnation**”),or sale in lieu thereof, then Buyer, by written notice to Seller, to bereceived within thirty (30) calendar days of Buyer’s receiving Seller’s writtennotice of such threat, condemnation or taking, or by the Closing Date,whichever is earlier, may elect to exclude from this Agreement those Projectswith respect to which a material part is subject to Condemnation.

##  

## 12.2                           Damage orDestruction. If, prior to the Closing, all or any material part of a given Buildingof the Property is damaged or destroyed by any cause (“**Damage**”),Seller agrees to give Buyer written notice of such occurrence and the natureand extent of such damage and destruction, and Buyer, by written notice toSeller, to be received within thirty (30) calendar days of Buyer’s receipt ofSeller’s written notice of such damage or destruction, or by the Closing Date,whichever is earlier, may elect to exclude from this Agreement those Projectswith respect to which a material part is subject to Damage.

##  

## 12.3                           Termination.  If ten percent (10%) or more of the Propertyhas a material Condemnation or Destruction then Buyer, by written notice toSeller, to be received within thirty (30) calendar days of Buyer’s writtennotice of such Condemnation, Damage or by the Closing Date whichever isearlier, may elect to terminate this Agreement. If this Agreement is terminated as a result of these provisions, Buyershall be entitled to receive an immediate refund of the Earnest Money fromEscrow Agent, whereupon the parties shall have no further rights or obligationshereunder, except for those which expressly survive any such termination.

##  

## 12.4                           Deletion.  If Buyer elects to exclude any Projects fromthis Agreement pursuant to either 12.1 or 12.2, as the case may be, then thePurchase Price shall be reduced by the allocable portion thereof that appliesto the portion of the Property so excluded from this Agreement, and upon whichallocation Seller and Buyer mutually and reasonably agree.

##  

## 12.5                           Awards andProceeds.  If Buyer does notelect, or is not entitled to, to terminate this Agreement or to exclude theaffected portion of the Property from this Agreement following any notice of aCondemnation or notice of Damage to the Property, as provided above, thisAgreement shall remain in full force and effect and the conveyance of theProperty contemplated herein, less any interest taken by Condemnation, or salein lieu thereof, shall be effected with no further adjustments, except as setforth in the succeeding sentence.  At theClosing, Seller shall assign, transfer and set over to Buyer all of Seller’sright, title and interest in and to any awards, payments or insurance proceedsavailable to Seller or in which Seller has an interest for the damage to, ordiminution in value of, the Property that is the subject of Condemnation or

##  

## 27

## 

##  

## Damage,as the case may be, and that have been or may thereafter be made for any suchCondemnation, sale in lieu thereof or Damage, to the extent such awards,payments or proceeds shall not have theretofore been used for restoration ofthe Property; provided, however, that the performance of any such pre-Closingrestoration shall be subject to Buyer’s approval, which approval shall not beunreasonably withheld or delayed. Additionally, at Closing, Seller shall provide Buyer with a credit inthe amount of any deductibles due under any applicable insurance policies forany portion of the Property that is the subject of Damage.  Furthermore, Seller shall fully cooperatewith Buyer in the adjustment and settlement of any insurance claim.  The proceeds and benefits under any rent lossor business interruption policies attributable to the period following theClosing shall likewise be transferred and paid over (and, if applicable,likewise credited on an interim basis) to Buyer.  The provisions of this Section 12.5shall survive the Closing.

##  

## 12.6                           Definitionof Material. For purposes of this Section 12, “**material**”shall mean, as to a given Building or parcel of vacant Land, as the case maybe, (a) having a cost to repair or replace that exceeds twelve andone-half percent (12.5%) of the portion of the Purchase Price allocated to suchBuilding and the Land upon which it is located, or such parcel of vacant Land,as the case may be, and upon which allocation Seller and Buyer mutually agree,or (b) having incurred such Damage or Condemnation as shall preclude suchBuilding’s or vacant Land parcel’s being restored to a condition (i) thatwould be, when restored, substantially comparable to the condition that existedon the Effective Date and (ii) that would comply, when restored, with allapplicable laws and regulations, or (c) having incurred such Damage orCondemnation as gives rise to the rights of any Tenants to terminate theirrespective Leases.

##  

# Section 13.                                      Assignmentby Buyer.

#  

# The terms, conditionsand covenants of this Agreement shall be binding upon and shall inure to thebenefit of the parties and their respective nominees, successors, beneficiariesand assigns; provided, however, that Seller may assign its rights under thisagreement only if and to the extent required to enable Seller to accomplish anExchange (as defined below).  Buyer mayassign all or any of its right, title and interest under this Agreement to (i) anythird party intermediary (an “**Intermediary**”)in connection with a tax-deferred exchange pursuant to Section 1031 of theInternal Revenue Code (an “**Exchange**”), (ii) FirstIndustrial Realty Trust, Inc., a Maryland corporation (“**First Industrial**”), or to any corporate, partnership orlimited liability company entity affiliated with, or related to, FirstIndustrial (any such entity, an “**Affiliate**”), or(iii) any corporate, partnership or limited liability company entity inwhich First Industrial or an Affiliate is a partner, co-venturer, shareholderor member (any such entity, a “**Venture Partner**”).  No such assignee shall accrue any obligationsor liabilities hereunder until the effective date of such assignment.  In addition to its right of assignment, Buyershall also have the right, exercisable prior to Closing with notice to Sellerat least three (3) business days prior to Closing, to designate anyAffiliate, Venture Partner or Intermediary, as the grantee or transferee of anyor all of the conveyances, transfers and assignments to be made by Seller atClosing hereunder, independent of, or in addition to, any assignment of thisAgreement.  In the event of an assignmentof this Agreement by Buyer, its assignee shall be deemed to be the Buyerhereunder for all purposes hereof, and shall have all rights of Buyerhereunder.  In the event that anAffiliate or Venture Partner shall be designated as a transferee hereunder,that transferee shall have the benefit of all of the representations,warranties and rights which, by the terms of this

 

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# Agreement, areincorporated herein or relate to the conveyance in question, including, withoutlimitation, all guaranties and indemnities specifically granted to Buyerhereunder or in connection herewith. Notwithstanding any transfer, Buyer shall remain fully liable under thisAgreement.

#  

# Section 14.                                      Deletion Dueto Environmental Conditions.

#  

# Seller acknowledges thatBuyer shall perform so-called “Phase II” environmental assessments (“**Phase II Assessment**”) at those *** Projects and parcels ofundeveloped Property listed on Exhibit “V” attached hereto on orbefore September 27, 2005, and if the results of any Phase II Assessmentindicate or evidence any or all of (x) a Release (as defined below) havingoccurred at any Project; (y) a Hazardous Condition (as defined below) existingat any Project; or (z) any violation of environmental law existing at anyProject (in each instance, an “**Environmental Condition**”),then the Seller and Buyer shall thereafter negotiate, promptly and in goodfaith, during any period remaining up to and including the Closing Date for amutually satisfactory resolution that shall address all EnvironmentalConditions.  Buyer acknowledges that, ifSeller and Buyer reach agreement upon a resolution to address an EnvironmentalCondition at one or more Projects, such agreement may involve a delay of theclosing on the applicable Project so as to enable Seller to perform, or causeto be performed, any necessary remediation. If, despite their respective reasonable efforts, Seller and Buyer failto agree upon a resolution to address all Environmental Conditions on or beforethe Inspection Date, then Buyer shall have the right, on or before theInspection Date, to either (a) proceed to close its acquisition of theProperty pursuant to the terms of this Agreement; or (b) elect to excludefrom this Agreement those Projects with respect to which there are unresolvedEnvironmental Conditions (the “**Environmental DeletedProperty**”), in which event the Purchase Price shall be reduced bythe allocable portion thereof, attributable to the Environmental DeletedProperty on Exhibit “V”, and Buyer shall otherwise proceed to closehereunder with respect to all of the Property except the Environmental DeletedProperty.  Notwithstanding the foregoingdeletion right, however, in no event may there be more than *** Projects thatconstitute Environmental Deleted Property. Each of Seller and Buyer shall pay 50% of the actual, third party coststhat Buyer incurs to perform the Phase II Assessments at all *** propertiesidentified on Exhibit “V.” Seller shall reimburse Buyer for Seller’s 50% of such costs within ten (10) daysafter Buyer delivers to Seller reasonable written evidence of the costs forwhich Buyer is seeking reimbursement. The foregoing reimbursement obligation shall survive the Closing.

#  

For purposes of this Section 14, thefollowing terms shall have the following definitions:

 

##### (i)                                     “**Hazardous Conditions**” refers to the existence or presence ofany Hazardous Materials on, in, under, at, near or about the Property or anyportion thereof (including groundwater) in violation of state or federalenvironmental laws, regulations, or statutes (collectively, “**Environmental Laws**”) and that is required by suchEnvironmental Laws to be cleaned up or remediated.

#####  

##### (ii)                                  “**Hazardous Material**” or “**Hazardous Materials**”shall mean:  any chemical, pollutant,contaminant, pesticide, petroleum or petroleum product or by product,radioactive substance, solid waste (hazardous or extremely hazardous), special,

 

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##### dangerousor toxic waste, substance, chemical or material regulated, listed, limited orprohibited under any environmental law, including without limitation:  (A) asbestos, asbestos-containingmaterial, presumed asbestos-containing material, polychlorinated biphenyls (“**PCBs**”), solvents and waste oil; (B) any “hazardoussubstance” as defined under CERCLA; and (C) any “hazardous waste” asdefined under RCRA.

#####  

##### (iii)                               “**Release**” means any discharge, emission, escape, injection,leak, migration, spill, dumping or other release of any Hazardous Material intothe environment, whether or not notification or reporting to any governmentalagency was or is required in violation of any Environmental Laws and whichrequires clean-up or remediation.

#####  

# Section 15.                                      Brokers andBrokers’ Commissions.

#  

Buyer and Seller each warrant and represent to theother that, other than CB Richard Ellis, Inc. (“**Seller’sBroker**”), neither party has employed any other real estate broker oragent in connection with the transaction contemplated hereby. In the event theClosing is consummated, Seller shall pay a commission to Seller’s Brokerpursuant to a separate agreement.  Suchreal estate commission shall be paid in cash at Closing.  Each party agrees to indemnify and hold theother harmless from any loss or cost suffered or incurred by it as a result ofthe other’s representation herein being untrue. This Section 15 shall expressly survive the Closinghereunder.

 

# Section 16.                                      Notices.

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Wherever any notice or other communication isrequired or permitted hereunder, such notice or other communication shall be inwriting and shall be delivered by hand, by nationally-recognized overnightexpress delivery service, by U.S. registered or certified mail, return receiptrequested, postage prepaid, or by facsimile with confirmation to the addressesset out below or at such other addresses as are specified by written noticedelivered in accordance herewith:

 
| SELLER:       | Duke Realty Limited Partnership              |
|---------------|----------------------------------------------|
|          | Attn: Nick Anthony                           |
|          | 600 E 96th Street, Suite 100            |
|          | Indianapolis, IN 46240                       |
|          | Fax: (317) 808-6794                          |
|          |                                         |
| with copy to: | Duke Realty Limited Partnership              |
|          | Attn: Ann C. Dee, Esq.                  |
|          | 4225 Naperville Road, Suite 150         |
|          | Lisle, IL 60532                              |
|          | Fax: (630) 577-7978                          |
|          |                                         |
| BUYER:        | c/o First Industrial Realty Trust, Inc. |
|          | Attn: Johannson Yap                          |
|          | 311 South Wacker Drive, Suite 4000      |
|          | Chicago, IL 60606                            |
|          | Fax: (312) 895-9322                          |

 

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| with copy to:       | CB Richard Ellis Investors                                    |
|---------------------|---------------------------------------------------------------|
|                | Attn: Vic Bucchere                                            |
|                | 800 Boylston Street, Suite 1475                          |
|                | Boston, MA 02199                                              |
|                | Fax: (617) 425-2801                                           |
|                |                                                          |
| and with a copy to: | Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP |
|                | Attn: Suzanne Bessette-Smith, Esq.                       |
|                | 333 West Wacker Drive, Suite 2700                        |
|                | Chicago, IL 60606                                             |
|                | Fax: (312) 984-3150                                           |

 

Suchnotices shall be deemed received (a) on the date of delivery, if deliveredby hand or overnight express delivery service; (b) on the date indicatedon the return receipt if mailed; or (c) on the date of facsimile, if sentby facsimile and confirmed.

 

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# Section 17.                                      Disclaimer of Condition.

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## 17.1                           Disclaimer.  Subject to the expressrepresentations and warranties made by Seller in this Agreement, and anyexpress representations and warranties made by Seller in any of thedocumentation delivered to Buyer by Seller at Closing and pursuant to Section 10.2,it is understood and agreed that Seller is not making and has not at any timemade any warranties or representations of any kind or character, expressed orimplied, with respect to the Property, including, but not limited to, anywarranties or representations as to habitability, merchantability, fitness fora particular purpose, title (other than Seller’s limited warranty of title tobe set forth in the Deed), zoning, tax consequences, latent or patent physicalor environmental condition, utilities, operating history or projections,valuation, governmental approvals, the compliance of the Property withgovernmental laws, the truth, accuracy or completeness of the Propertydocuments or any other information provided by or on behalf of Seller to Buyer,or any other matter or thing regarding the Property.  Subject to the express representations andwarranties made by Seller in this Agreement, and any express representations andwarranties made by Seller in any of the documentation delivered to Buyer bySeller at Closing and pursuant to Section 10.2, Buyer acknowledgesand agrees that, upon Closing, Seller shall sell and convey to Buyer and Buyershall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to theextent otherwise expressly provided in this Agreement.  Except with respect to, and subject to, theexpress representations and warranties made by Seller in this Agreement, andany express representations and warranties made by Seller in any of the documentationdelivered to Buyer by Seller at Closing and pursuant to Section 10.2,Buyer has not relied and will not rely on, and Seller is not liable for orbound by, any expressed or implied warranties, guaranties, statements,representations or information pertaining to the Property or relating thereto(including specifically, without limitation, Property information packagesdistributed with respect to the Property) made or furnished by Seller, themanager of the Property, or any real estate broker or agent representing orpurporting to represent Seller, to whomever made or given, directly orindirectly, orally or in writing.  Selleracknowledges that Buyer is relying upon the information set forth in the Seller’sDeliveries.  Buyer represents to Seller thatBuyer has conducted, or will conduct prior to Closing, such investigations ofthe Property, including but not limited to, the physical and environmentalconditions thereof, as Buyer deems necessary to satisfy itself as to thecondition of the Property and the existence or nonexistence or curative actionto be taken with respect to any hazardous or toxic substances on or dischargedfrom the Property, and will rely upon same (in addition to its reliance uponSeller’s express representations and warranties made in this Agreement) and notupon any information provided by or on behalf of Seller or its agents oremployees with respect thereto, other than such representations, warranties andcovenants of Seller as are expressly set forth in this Agreement or in any ofthe documentation that Seller delivers to Buyer at Closing and pursuant to Section 10.2.  Subject to (and in reliance upon) the expressrepresentations and warranties made by Seller in this Agreement, and anyexpress representations and warranties made by Seller in any of thedocumentation delivered to Buyer by Seller at Closing and pursuant to Section 10.2,upon Closing, (a) Buyer shall assume the risk that adverse matters,including but not limited to, construction defects and adverse physical andenvironmental conditions, may not have been revealed by Buyer’s investigations,and (b) Buyer shall be deemed to have waived, relinquished and releasedSeller (and Seller’s officers, directors, shareholders, employees and agents)from and against any and all claims, demands, causes of action (including,without limitation, causes of action in tort), losses, damages, liabilities,costs and expenses (including, without limitation, attorneys’ fees and courtcosts) of any and every kind or character, known or unknown, which Buyer mighthave asserted

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## or alleged against Seller (and Seller’s officers,directors, shareholders, employees and agents) at any time by reason of orarising out of any latent or patent construction defects, physical conditions(including, without limitation, environmental conditions), violations of anyapplicable laws (including, without limitation, any environmental laws) or anyand all other acts, omissions, events, circumstances or matters regarding theProperty.  The provisions of this Section 17.1shall not apply, however, in the event of any fraud.

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## 17.2                           Effect and Survival of Disclaimer. Seller and Buyer acknowledge that the compensation to be paid to Sellerfor the Property reflects that the Property is being sold subject to theprovisions of this Section 17, and Seller and Buyer agree that theprovisions of this Section 17 shall survive Closing indefinitely.

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# Section 18.                                      Miscellaneous.

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## 18.1                           Governing Law; Headings; Rules of Construction.  ThisAgreement shall be governed by and construed in accordance with the internallaws of the state in which the Property is located, without reference to theconflicts of laws or choice of law provisions thereof.  The titles of sections and subsections hereinhave been inserted as a matter of convenience of reference only and shall notcontrol or affect the meaning or construction of any of the terms or provisionsherein.  All references herein to the singularshall include the plural, and vice versa. The parties agree that this Agreement is the result of negotiation bythe parties, each of whom was represented by counsel, and thus, this Agreementshall not be construed against the maker thereof.

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## 18.2                           No Waiver.  Neither the failure of eitherparty to exercise any power given such party hereunder or to insist upon strictcompliance by the other party with its obligations hereunder, nor any custom orpractice of the parties at variance with the terms hereof shall constitute awaiver of either party’s right to demand exact compliance with the termshereof.

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## 18.3                           Entire Agreement. Except for both the Confidentiality Agreement and the AIA, thisAgreement contains the entire agreement of the parties hereto with respect tothe Property and any other prior understandings or agreements are merged hereinand no representations, inducements, promises or agreements, oral or otherwise,between the parties not embodied herein or incorporated herein by referenceshall be of any force or effect.  In theevent of any conflict, however, between the terms and provisions of theConfidentiality Agreement and those of this Agreement, the terms and provisionsof this Agreement shall control in all events.

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## 18.4                           Binding Effect.  ThisAgreement shall be binding upon and shall inure to the benefit of the partieshereto and their respective heirs, executors, administrators, legalrepresentatives, successors and assigns (subject to Section 13above).

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## 18.5                           Amendments.  No amendment to this Agreementshall be binding on any of the parties hereto unless such amendment is inwriting and is executed by the party against whom enforcement of such amendmentis sought.

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## 18.6                           Date For Performance.  Ifthe time period by which any right, option or election provided under thisAgreement must be exercised, or by which any act required hereunder must beperformed, or by which the Closing must be held, expires on a Saturday, Sundayor legal or

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## bank holiday, then such time period shall beautomatically extended through the close of business on the next regularlyscheduled business day.

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## 18.7                           Recording.  Seller and Buyer agree thatthey will not record this Agreement and that they will not record a short formof this Agreement, except in the event that Buyer timely exercises its right tofile an action against Seller for specific performance of this Agreement under Section 11.2.

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## 18.8                           Counterparts.  ThisAgreement may be executed in any number of counterparts, each of which shall bedeemed to be an original, but all of which, when taken together, shallconstitute but one and the same instrument.

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## 18.9                           Time of the Essence.  Timeshall be of the essence of this Agreement and each and every term and conditionhereof.

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## 18.10                     Severability.  ThisAgreement is intended to be performed in accordance with, and only to theextent permitted by, all applicable laws, ordinances, rules andregulations.  If any term or provision ofthis Agreement or the application thereof to any person or circumstance shallfor any reason and to any extent be held to be invalid or unenforceable, thensuch term or provision shall be ignored, and to the maximum extent possible,this Agreement shall continue in full force and effect, but without givingeffect to such term or provision.

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## 18.11                     Attorneys’ Fees.  Inthe event that either party shall bring an action or legal proceeding for analleged breach of any provision of this Agreement or any representation,warranty, covenant or agreement herein set forth, or to enforce, protect,determine or establish any term, covenant or provision of this Agreement or therights hereunder of either party, the prevailing party shall be entitled torecover from the non-prevailing party, as a part of such action or proceedings,or in a separate action brought for that purpose, reasonable attorneys’ feesand costs, expert witness fees and court costs as may be fixed by the court orjury.

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## 18.12                     Like-Kind Exchange.  Each of the parties hereto agrees to cooperate with the other ineffecting an I.R.C. § 1031 exchange for all or any part of the Property,including executing and delivering any and all documents required by theexchange trustee or intermediary; provided, however, that the cooperating partyshall have no obligation to execute any document, enter any transaction orarrangement or take or omit any other action, if such party determines in itssole discretion that the same would result in any liability, cost, expense,increased risk, delay or other detriment to the cooperating party.

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## 18.13                     Publicity.  Between the Effective Date andthe Closing, Seller and Buyer shall discuss and coordinate with respect to anypublic filing or announcement concerning the purchase and sale as contemplatedhereunder.

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## 18.14                     Waiver of Trial by Jury. Seller and Buyer hereby irrevocably and unconditionally waive any andall right to trial by jury in any action, suit or counterclaim arising inconnection with, out of or otherwise relating to, this Agreement.  The provisions of this Section 18.4shall survive the Closing or termination hereof.

 

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# Section 19.                                      Miscellaneous Agreements.

#  

## 19.1                           *** Annexation Agreement.  Buyer acknowledges that Seller has advisedBuyer that, as of the Effective Date, Seller is negotiating with the City of*** for the annexation of multiple parcels of property that Seller owns, andamong the parcels that may be annexed to the *** are those commonly known as***  and*** .  Seller has further advised Buyer that theannexation process will not be completed by Closing.  Prior to the Closing Date, Seller agrees tomake available to Buyer true, complete and correct copies of any and alldocumentation, of any nature (e.g. drafts of annexation agreement, Cityresolution or ordinance, correspondence, minutes of meetings) relating to suchpending annexation in Seller’s possession. If Buyer does not terminate this Agreement on or before the InspectionDate, Buyer agrees to reasonably cooperate with Seller (but without anyout-of-pocket cost to Buyer) with respect to the consummation of the annexationand to allow the Property known as *** and *** to be annexed into the*** . Seller shall be solely responsible for any and all costs and expensesincurred in connection with such annexation process.  Seller hereby agrees to use good faith anddiligent efforts to complete the annexation process as expeditiously aspossible.  Seller shall keep Buyer fullyand currently informed and advised with respect to the status of suchannexation.  The provisions of this Section 19.1shall survive the Closing and shall not merge into any conveyancing documentsdelivered at Closing.

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## 19.2                           *** Expansion Parcel.  Buyer acknowledges that the Property known as*** contains approximately *** acres of expansion land (“*** **Land**”).  The *** Landis depicted on Exhibit Q attached hereto and incorporated herein bythis reference.  Seller has advised Buyerthat *** corporation, as tenant and*** , Inc., as subtenant, in theBuilding commonly known as *** (collectively, “*** **Tenant**”)has an option, in its existing Lease, to expand (or cause an expansion of) thatBuilding.  If the *** Tenant were toexercise its expansion option, the expansion would be constructed on the ***Land.  Seller has advised Buyer thatSeller intends to contact the *** Tenant to seek a waiver of its expansionoption (the “*** **Waiver**”).  At Closing, Buyer shall grant to Seller anoption to purchase from Buyer the *** Land for a purchase price of*** , whichoption shall automatically expire on the first to occur of (x) the *** dayafter the Closing, if Seller fails to procure the *** Waiver on or before that*** day; or (y) if Seller procures the *** Waiver on or before the *** dayafter Closing, then on the first anniversary of the Closing, and which optionshall be assignable (the “**Purchase Option**”).  If Seller fails to procure the *** Waiverprior to Closing, Seller may continue to attempt to procure *** Waiver duringthe *** day period after the Closing, but in that event, Seller shall keepBuyer completely and fully apprised of any and all discussions with the ***Tenant and Seller shall use reasonable, good faith efforts to avoid interferingwith the relationship between Buyer and the *** Tenant.  Seller shall provide Buyer with ten (10) days’prior written notice of its exercise of the Purchase Option.  It shall be a condition precedent to Seller’sconsummation of its acquisition of the *** Land that Buyer be able to transferand convey the *** Land as a separate and distinct legal parcel, in compliancewith any and all plat act and/or subdivision laws, ordinances and regulations(the “**Subdivision Condition**”).  If, at the time that Seller exercises thePurchase Option, the *** Land may not be freely transferred and conveyed due toits failure to satisfy the Subdivision Condition, then Seller shall be solelyresponsible, at Seller’s sole cost, to take whatever actions are required inorder to satisfy the Subdivision Condition. Buyer shall reasonably cooperate with Seller’s efforts to satisfy theSubdivision Condition, but Buyer shall not be required to incur any liabilityor obligation in order to so cooperate except to execute any

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## and all necessary documents to satisfy theSubdivision Conditions.  Seller may not,however, legally subdivide the *** Land from *** Drive except on a conditionalbasis such that the formal subdivision is not effective until the date on whichBuyer conveys the *** Land to Seller. Buyer shall have the rights to reasonably approve any plat ofsubdivision or comparable documentation required to satisfy the SubdivisionCondition.  Seller shall have thirty (30)days after providing notice of its desire to exercise the Purchase Option toBuyer to complete its due diligence on the *** Land and, in such case, Seller’s due diligence investigations shall beconducted pursuant to the same standards and obligations (including, but notlimited to, insurance coverage and indemnification) as are imposed under thisAgreement with respect to Buyer’s due diligence investigations of and about theProperty.  *** Seller shall have theright to terminate the exercise of its Purchase Option at any time and for anyreason during its thirty (30) day due diligence period.  If Seller does not terminate its exercise ofits Purchase Option to purchase prior to the expiration of its due diligenceperiod, then Buyer and Seller shall close on the *** Land within ten (10) daysafter the expiration of the due diligence period.  Seller shall acquire the *** Land on a strictly“as-is, where-is” basis, without any representation or warranty, of any naturewhatsoever, from Buyer except those normal and customary representations andwarranties contained in any of the closing documents.  Buyer shall not be required to provide Sellerwith any title insurance or any survey of the *** Land.   Buyer shall deliver at closing a limitedwarranty deed conveying the *** Land to Seller, subject to all of the samePermitted Title Exceptions that Buyer accepted when it acquired the *** Landfrom Seller, along with such other closing documents as are customary forsimilar type closings (but without any requirement that Buyer provide anyrepresentation or warranty, of any nature, or undertake any liability to or forthe benefit of, Seller except those customarily given and similar to thoseprovided in this Agreement), and Seller shall deliver the purchase price forthe *** Land to Buyer via federal wire transfer and subject to a real estatetax proration based on land values only for the *** Land, calculated inaccordance with the same method pursuant to which the real estate taxes wereprorated under this Agreement.  Sellershall also be responsible, at Seller’s sole cost, to cause a real estate taxdivision to occur, as quickly as is possible following the closing of theconveyance of the *** Land to Seller, between the *** Land and *** , so as tocause each of the *** Land and *** to have a separate and distinct taxidentification number.  The provisions ofthis Section 19.2 shall survive the Closing and shall not merge into anyconveyancing documents delivered at Closing.

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## 19.3                           Form 8-K Filings. Seller agrees to cooperate with Buyer, without third party expense toSeller, before and after Closing in providing such information about the Propertyas Buyer may reasonably require to prepare its Form 8-K filings and suchother reports and filings as may be required by any governmental authority.

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## 19.4                           Pending Land Sale Property. Buyer and Seller acknowledges that Seller has advised Buyer that Selleris negotiating the terms of, or has entered into, contracts for the sale ofsome of the undeveloped Property, as more specifically identified on Exhibit Pattached hereto (“**Pending Land Sale Property**”).  Five (5) days prior to the Closing Date,Seller shall notify Buyer, in writing, if any of the Pending Land Sale Propertyis to be excluded from the Closing, whereupon (i) the Purchase Price forthe undeveloped property shall be reduced by an amount equal to the releaseprice for such Pending Land Sale Property as set forth in Exhibit P;and (ii) Seller shall reimburse Purchaser, within ten (10) days afterwritten demand therefor, for all of the reasonable, documented third partycosts and expenses that Buyer incurred in order to

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## perform its due diligence investigations at, to, inand about the Pending Land Sale Property that has been excluded from thisAgreement in an amount*** .  Suchreimbursement obligation shall survive the Closing.  If Seller fails to timely so notify Buyer ofany exclusion of the Pending Land Sale Property, then Seller shall convey thePending Land Sale Property to Buyer at Closing.

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## 19.5                           *** Property.  Seller has advised Buyer that *** (“*** ”), aTenant at the portion of the Property commonly known as *** (“*** **Property**”), has, under the terms of its respective Lease, anoption to acquire the *** Property.  ***has advised Seller that *** has exercised its purchase option and, therefore,*** and Seller are currently negotiating the terms and provisions of a purchaseand sale contract.  In the event that,prior to Closing, Seller and *** enter into a binding contract, free ofcontingencies, for the sale of the *** Property (the “*** **Contract**”),then Seller may exclude the *** Property from this Agreement, by so advisingBuyer, in writing, prior to the Closing Date whereupon:  (a) the Purchase Price shall be reducedby $*** , and (b) Seller shall reimburse Buyer, within ten (10) daysafter written demand therefor, for all of the reasonable, documented thirdparty costs and expenses that Buyer incurred in order to perform its duediligence investigations at, to, in and about the *** Property in an amount***..  Such reimbursement obligation shall survivethe Closing.  If Seller and *** fail toenter into the *** Contract prior to Closing, then, at Closing, Seller shallconvey the *** Property to Buyer.

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## 19.6                           Right of First Refusals. Buyer and Seller acknowledge that Seller has advised Buyer that certainLeases contain a right of first refusal to purchase a Project, as morespecifically identified on Exhibit R attached hereto (“**Refusal Property**”). Upon the expiration of each refusal period or written confirmation thatsuch Tenant does not intend to exercise its right of first refusal to purchaseits respective Project, Seller agrees to immediately notify Buyer, in writing,if any of the Tenants of the Refusal Property timely exercises its right topurchase its respective Project.  If anyTenant timely exercises its right of refusal, then the relevant RefusalProperty shall be deleted from this Agreement, whereupon the Purchase Price forthe developed Property shall be reduced by an amount equal to the release pricefor such Refusal Property as set forth in Exhibit R; and (ii) Sellershall reimburse Buyer, within ten (10) days after written demand therefor,for all of the reasonable, documented third-party costs and expenses that Buyerincurred in order to perform its due diligence investigations at, to, in andabout each Refusal Property that has been excluded from this Agreement in anamount not to exceed *** per individual Refusal Property.  Such reimbursement obligation shall survivethe Closing.

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## 19.7                           Post Closing Tenant Finish. Buyer and Seller acknowledge that Seller may be in the process ofcompleting tenant finish work at certain of the Projects as of the Closing Date(“**Incomplete TI Work**”).  On the Closing Date, Seller shall provideBuyer with a complete and reasonably detailed list of all such Incomplete TIWork.  Buyer agrees that Seller shallcomplete all such Incomplete TI Work. Seller hereby covenants and agrees that, as promptly as is reasonablypossible after the Closing, Seller shall complete (or cause to be completed)all Incomplete TI Work in accordance with (a) all applicable provisionsand requirements of the respective Lease under which performance of theIncomplete TI Work is required and (b) all applicable laws, ordinances andregulations of any Governmental Authority. Seller further covenants and agrees that it shall use good faith anddiligent efforts to coordinate the performance of all Incomplete TI Work (i) ina manner reasonably designed to minimize interference with the occupancies andbusiness operations of those Tenants for whose benefit

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## Incomplete TI Work is being performed, and (ii) withBuyer.  If any of such Incomplete TI Workis required to be paid by Buyer pursuant to the terms of this Agreement, thenSeller shall submit to Buyer, when and as received by Seller, the invoices andbilling statements for that portion of the Incomplete TI Work for which Buyeris responsible and Buyer shall promptly pay such invoices and bills uponreceipt.  The provisions of this Section 19.7shall survive the Closing.

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## 19.8                           *** Condemnation.  Seller has advised Buyer that the Projectcommonly known as*** (“*** **Project**”) isimproved with a single Building containing approximately ***  rentable square feet.  Currently, there are *** Tenants in thatBuilding, *** (“*** ”) and *** (“*** ”). *** leases approximately *** square feet of the Building and its existing Lease expires on*** ,2005.  *** desires to renew its Lease foran additional term, provided that *** is able to lease the entire Building andthat Seller, as landlord, provides alternative replacement parking for the ***parking spaces lost as a result of the *** Condemnation, as described anddefined below (collectively, “*** **‘s Conditions**”).  Seller has advised Buyer that Seller iscurrently attempting to satisfy *** ‘s Conditions and, in that regard, Sellerhas reached an oral agreement with*** , pursuant to which *** has agreed thatSeller may relocate *** to another building owned by Seller or one of itsaffiliates; and Seller has entered into a contract to acquire a vacant parcelof land that is comprised of approximately *** acres and is contiguous a portion of the *** Project (“**Parking Parcel**”). Seller contemplates that it shall construct a surface parking lot onapproximately one (1) acre of the Parking Parcel.

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## Sellerhas further advised Buyer that in 2004, the *** Department of Transportation (“**DOT**”) filed a condemnation action against Seller and the ***Project pursuant to which DOT sought to acquire a portion of the *** upon which*** parking spaces are located (the “*** **Condemnation**”),Seller has advised Buyer that DOT has, in fact, acquired fee simple title tothe portion of the *** Project that it sought to acquire through the ***Condemnation, and in connection therewith, DOT paid Seller consideration of***; however, Seller has filed an action against DOT seeking approximately***  in additional compensation anddamages (“**Seller’s Pending DOT Litigation**”).  Seller shall retain all rights with respectto, and any entitlements in connection with, Seller’s Pending DOTLitigation.  Buyer shall have no right,title or obligation in or with respect to Seller’s Pending DOT Litigation.

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## Sellerand Buyer have agreed to delay the Closing of Buyer’s acquisition of the ***Project so as to provide Seller with an opportunity to satisfy*** ‘sConditions, and to consummate Seller’s acquisition of the Parking Parcel.  Seller shall use its reasonable, diligent andgood faith efforts to satisfy*** ‘s Conditions and to consummate itsacquisition of the Parking Parcel within *** days after the Closing Date.  Seller shall keep Buyer regularly apprised,in writing, of the status of Seller’s efforts to satisfy*** ‘s conditions andto acquire the Parking Parcel.  Sellershall not execute any such Lease amendment with *** unless and until the Leaseamendment is approved by Buyer, which approval shall not be unreasonablywithheld or delayed.  Seller shall besolely responsible for the payment of any and all costs and expenses incurredto satisfy*** ‘s Conditions and to consummate its acquisition of the ParkingParcel.  Seller may relocate *** to anyother property that Seller desires and need not seek Buyer’s approval of thereplacement leased premises.

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## Itshall be a condition precedent to Buyer’s obligation to acquire the *** Projectthat all of the following are satisfied:

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## (i)                                     Seller and *** have executed and delivered toone another an amendment to*** ‘s existing Lease pursuant to which, among otherthings, *** leases the entire *** Project and such amendment is approved byBuyer, as provided above;

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## (ii)                                  Seller and *** shall have executed anddelivered to one another an agreement pursuant to which *** agrees that itsLease at the *** Project is terminated on an accelerated basis;

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## (iii)                               Seller has consummated its acquisition of theParking Parcel;

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## (iv)                              Seller has improved the Parking Parcel byconstructing and installing thereon (in a location, design and configurationreasonably approved by Buyer) a surface parking lot, striped to accommodatevehicular parking and providing sufficient parking to satisfy any parkingrequirements imposed under*** ‘s Lease amendment (the “**Parking Lot**”).  Seller shall construct the Parking Lot atSeller’s sole expense and in accordance with all applicable requirements of allGovernmental Authorities.

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## (v)                                 Seller procures and delivers to Buyer aTenant Estoppel from*** , confirming with specificity, that the *** Leaseamendment is in full force and effect and that*** ‘s Conditions have beensatisfied;

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## (vi)                              Seller procures and delivers to Buyer aSurvey of the aggregate parcel created by combining the *** Project and theParking Parcel (the “**Combined Project**”);and

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## (vii)                           The Title Insurer shall have committed toBuyer to issue to Buyer an owner’s policy of title insurance, insuring Buyer’sinterest in the Combined Project, in the amount of $*** , and subject only to (A) thePermitted Exceptions and (B) the issuance of the Endorsements.

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## Theitems described in (i) through (vii) are collectively referred to asthe “*** **Closing Conditions**.”  When Seller has satisfied the *** ClosingConditions, Seller shall so advise Buyer, in writing (“*** **SatisfactionNotice**”), and within ten (10) business days after Sellerdelivers the *** Satisfaction Notice, but on a date mutually and reasonablyacceptable to Seller and Buyer, Seller and Buyer shall proceed to consummatethe sale and conveyance to Buyer of the Combined Project for the allocatedvalue assigned to the *** Project, as mutually and reasonably determined by Sellerand Buyer, and pursuant to, and subject to, all of the same terms, conditions,requirements and procedures imposed under this Agreement with respect to theremainder of the Property.  Theprovisions of this Section 19.8 shall survive the Closing (withrespect to the remainder of the Property) and shall not merge into anyconveyancing documents delivered at that Closing.

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## 19.9                           *** Tornado Damage.  Seller has advised Buyer that, in mid-August,2005, the Project commonly known as ***(the “*** **Project**”) in *** wasdamaged by a tornado.  Among the repairsrequired at the *** Project arewater extraction and drying, roof repairs (as the roof was separated from thedeck in numerous locations), mechanical repairs to the HVAC system andreplacement of ceiling tiles and cove base (collectively, “*** **Repairs**”).  Seller has tendered a claim to its propertyinsurer.  Seller hereby covenants andagrees that it shall complete all *** Repairs,at Seller’s sole cost and expense, prior to Closing.  Seller has advised Buyer that none of

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## theLeases for the *** Projecthave been terminated or rendered terminable as a result of the tornadodamage.  Seller further covenants andagrees that Seller shall deliver to Buyer Tenant Estoppels from the Tenants atthe *** Project that include aspecific confirmation that Seller has completed the *** Repairs for which Seller, as landlord, is responsiblepursuant to each Tenant’s respective Lease requirements.

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## 19.10                     Tenantsand Rights of First Offer.  Sellerhas advised Buyer that *** Tenantshave rights of first offer (“**ROFO**”) toacquire the Building in which their respective leased premises arelocated.  Those Tenants are:  *** ,leasing space at the Project commonly known as*** (“*** ”);*** , leasing space at the Projectcommonly known as*** (“*** ”);*** , leasing space in the ***Property; and *** (“*** ”), leasing space at the Projectcommonly known as ***.  Of these Tenants, *** did exercise its ROFO and, as provided in Section 19.5,Seller and *** are currentlynegotiating the terms of the *** Contract.  Seller has delivered to Buyer letters from *** and*** , confirming that each of them waives its ROFO.  Seller has advised Buyer that *** failed to timely respond to theROFO notice that Seller delivered to ***and, therefore, *** hasautomatically waived its ROFO; however, Seller shall make reasonable efforts toprocure from *** a writtenconfirmation of*** ‘s waiver ofits ROFO.

##  

## Seller has advised Buyerthat, regardless of (a) the allocations of the Purchase Price upon whichSeller and Buyer agree, and (b) the time frames established under thisAgreement, Seller does not currently believe that the respective terms of theLeases with*** , *** and *** will require that Seller once again deliver a ROFO notice toany or all of*** , *** and*** .  In the event,however, that Seller determines that Seller shall, in fact, be required toresubmit a ROFO notice to any or all of***, *** and *** in order to comply with therespective terms of their Leases, Seller shall so advise Buyer, in writing, onor before*** , 2005, and Sellershall then promptly resubmit such ROFO notice as is required in order to ensurecompliance with the terms of the applicable Leases.  If, following any such resubmission of a ROFOnotice to any or all of*** , *** and*** , as the case may be, one or more of them timely exercisesits respective ROFO, then Seller shall immediately so advise Buyer, in writing,whereupon the Project(s) with respect to which the ROFO is timely exercisedshall be deleted from this Agreement and the Purchase Price shall be adjustedby deducting from it the allocated value assigned to such deleted Project(s)pursuant to Seller’s and Buyer’s mutual and reasonably determination; andfurther, Seller shall be obligated to reimburse Buyer, within ten (10) daysafter Buyer’s delivery of written demand therefor for all of the reasonable,documented third party costs and expenses that Buyer incurred in order toperform its due diligence investigation at, to, in and about the Project(s)being deleted from this Agreement pursuant to this Section 19.10,but up to a maximum amount of ***  per Project. Such reimbursement obligation shall survive the Closing.  If Seller fails to advise Buyer pursuant tothe immediately preceding two (2) sentences, then, on the Closing Date,Seller shall convey to Buyer (in accordance with the terms of this Agreement)all of the Projects in which*** ,*** and *** are Tenants.

##  

## 19.11                     EasementAgreement.  Those Projects assignedAssets Numbers 306, 307 and 308, all in Hamilton County, Ohio, are encumberedby a certain Third Amendment to Easement Agreement recorded on June 3,1996, in O.R. Volume 7068, page 34 and re-recorded on December 12,1997, in O.R. Volume 7520, page 1113 (the “**EasementAgreement**”).  The provisionsof the Easement Agreement contemplate that (a) an owner’s association willhave been formed, (b) such owners’ association will maintain and repairthe common areas described

##  

## 40

## 

##  

## in theEasement Agreement, and (c) such owners’ association may levy assessmentsagainst the owners of those properties encumbered by the EasementAgreement.  Seller has advised Buyerthat, to Seller’s knowledge, no owners’ association has been formed and Sellerhas never received a billing statement for any assessments due in connectionwith the maintenance and repair of common areas under the EasementAgreement.  Seller has further advisedBuyer that (i) to Seller’s knowledge, there are no common areas within thereal properties that are encumbered by the Easement Agreement that would bemaintained by an owners’ association; (ii) there are no shared roads usedin common by Seller’s Projects and those of the other properties encumbered bythe Easement Agreement; and (iii) to Seller’s knowledge, Enterprise Driveis a publicly dedicated road, as reflected in Plat Book 348, Page 64.

##  

## 19.12                     AdditionalConsideration Owed by Seller to *** Investment Company.  Seller has advised Buyer that, when Selleracquired the land upon which certain of the Projects located in *** were constructed (Assets Nos. 202and 204) from *** InvestmentCompany (““), Seller agreed to pay to *** certain additional futureconsideration for such land (the “**Land**”), basedupon Seller’s development of the *** Landand the extent to which those buildings that Seller constructs and develops onthe *** Land are built out andimproved as office space.  Seller hasfurther advised Buyer that such obligation to pay additional consideration to *** is purely a contractual obligationbetween Seller and ***; the obligation does not encumber or run with the ***Land; and the obligation shall not be binding upon Buyer, its successors andassigns.  The parties acknowledge,however, that those buildings constructed on the *** Land are not yet entirelyimproved, built out and finished; as a result, additional office-based tenantimprovements and finishes may be constructed and installed, by Buyer, on apost-Closing basis.  Buyer herebycovenants and agrees that Buyer shall use reasonable, good faith efforts topromptly advise Seller, in writing, from time to time after Closing, when andas Buyer completes the installation and construction of tenant improvements andfinishes that constitute office space in either or both of Assets Nos.*** . Seller is and shall remain solely and exclusively responsible for thetimely payment, in full, of any and all additional consideration owed to *** asa result of, or due to, the construction and installation, in either or both ofAssets Nos.*** , of tenantimprovements and build out designed to create office space (“**Office Improvements Consideration**”), whether suchconstruction and installation of office improvements occurs prior to, orsubsequent to, Closing.  Seller herebyindemnifies, defends and holds Buyer, its members, and the successors andassigns of Buyer and its members (collectively, “*** **Indemnified Parties**”),harmless from and against any and all claims, damages (actual, but notconsequential), losses, causes of action, judgments, costs and expenses(including, but not limited to, court costs and attorneys’ reasonable fees)actually suffered or incurred by any or all of the *** Indemnified Parties as a direct result of Seller’s failureto timely pay to*** , at anytime or from time to time, any or all of the Office ImprovementsConsideration.  The foregoing indemnityshall not apply with respect to any Office Improvements Consideration due andowing to *** solely and directlyas a result of, or in connection with, improvements about which Buyer fails tonotify Seller, as contemplated above. The provisions of this Section 19.2 shall survive theClosing and shall not be subject to, or included within, the monetarylimitation imposed under Section 11.3.

##  

## 19.13                     PotentialAcquisition of Membership Interests. Seller and Buyer acknowledge and agree that, prior to Closing and uponBuyer’s request and cost, Seller shall transfer and convey those of theProjects located in Ohio to a newly created Delaware limited liability

##  

## 41

## 

##  

## company(“**Newco**”) in which the initial member(s)shall be that Seller entity that currently holds fee simple title to the OhioProjects.  In that event, then atClosing, Buyer shall acquire the Ohio projects by an assignment of one hundredpercent (100%) of the membership interests in Newco.  The form and substance of the document bywhich such membership interests are transferred and conveyed to Buyer shall bemutually and reasonably acceptable to Seller and Buyer and shall, among otherthings, include an indemnity from Newco’s member(s) for the benefit of Buyer,with respect to any liabilities and obligations that Newco incurs or for whichit becomes responsible due to the actions of Seller’s Newco members prior tothe Closing Date and an indemnity from Newco’s transferee member(s) for thebenefit of Seller with respect to any liabilities and obligations that Newcoincurs or for which it becomes responsible after the Closing Date.  In light of the parties’ agreement, as setforth in this Agreement, that Seller shall pay all transfer taxes imposed inconnection with the fee simple transfer of the Property to Buyer, Seller herebycovenants and agrees that it shall remain liable for the payment of any transfertaxes (in the amount it would have paid under this Agreement absent a transferto Newco), that may ultimately be imposed in connection with Buyer’sacquisition of the Ohio Projects in the event that, following the Closing, anygovernmental authority having jurisdiction over any or all of the Ohio Projectssuccessfully challenges the means by which Buyer acquires the Ohio Projectswithout having paid transfer taxes; provided, however, that if Buyer wishes tocontest any such challenge by the governmental authority, Buyer shall be solelyresponsible for any costs and expenses incurred by Seller in connection withsuch contest (although Seller shall reasonably cooperate with Buyer in itspursuit of such contest, but without any out-of-pocket expense to Seller).  The provisions of the preceding sentenceshall survive the Closing and shall not merge into the conveying documentsdelivered at Closing.

##  

## 19.14                     ().  *** (“*** ”) is a tenant in the Projectscommonly known as*** , in *** (the “*** **Projects**”).  Pursuant to Section 16.14 of ***  lease for *** (the “*** **Lease”**), Seller, as landlord, constructed certain ParkingImprovements (as defined in the ***  Lease) at ***  expense.  Those Parking Improvements involved thecreation of an off-site asphalt-saved parking lot on property owned by anaffiliate of the Seller entity that is the landlord under the *** (the “**ParkingOwner**”); and in order for vehicles to travel between the ParkingImprovements and a publicly dedicated road, the vehicles must travel across andover a private road located on a parcel that is owned by yet another affiliateof the Seller entity that owns the *** Projects(the “**Access Parcel**”).  As a result, Seller hereby covenants andagrees that, prior to Closing, Seller shall cause (a) the Parking Owner toenter into a lease with Buyer, on terms and conditions reasonably acceptable toBuyer, pursuant to which the Parking Owner leases the Parking Improvements toBuyer for the duration of the term of the leases into which *** has entered for the *** Projects (collectively, the “*** **Leases**”),including any renewals and extensions of either or both of the *** Leases (the “**ParkingLease**”) so as to ensure that Buyer, as successor landlord under the *** Leases, is able to comply with itsobligations to make the Parking Improvements available to*** . *** ; and (b) theowner of the Access Parcel (the “**Access Owner**”)to grant to Buyer a nonexclusive easement of ingress, egress and access over,along and through the Access Parcel so as to provide a means of access to, fromand between the Parking Improvements and a publicly dedicated street (the “**Access Easement**”). The Access Easement shall expire simultaneously with the expiration ofthe Parking Lease.  No fees, rent orother charges, of any nature, shall be imposed on Buyer under the AccessEasement.  The terms and conditions ofthe Access Easement shall be reasonably acceptable to Buyer and Seller shallalso cause the Access Easement to be recorded at Closing.  Buyer shall cause *** to provide the

##  

## 42

## 

##  

## ParkingOwner with evidence of insurance naming the Parking Owner as an additionalinsured on liability insurance covering the use of the parkingImprovements.  The Parking Owner shallnot have any responsibility to maintain or repair the parking Improvements.

##  

Additionally, at Closing, Seller shall assign to Buyer, pursuant to anassignment agreement reasonably and mutually acceptable to Seller and Buyer,those certain ICP extended warranties provided to Seller by *** issued with respect to sixteenrooftop HVAC units installed at the ***Projects in 2001 and 2002.

 

**[REMAINDER OFPAGE INTENTIONALLY LEFT BLANK]**

 

43

----

 

INWITNESS WHEREOF, each of the parties hereto has caused this Agreement to beexecuted by its duly authorized signatory, effective as of the day and yearfirst above written.

 
| ** ** | **SELLER:**                                                  |
|------------|-------------------------------------------------------------------|
| ** ** | ** **                                                        |
| ** ** | DUKE REALTY LIMITED  PARTNERSHIP,  an Indiana general partnership |
| ** ** |                                                              |
| ** ** |                                                              |
|       | By:                                                               | Duke Realty Corporation,  its sole general partner  |
|       |                                                              |   |
|       |                                                              |   |
|       |                                                              | By: | /s/ Howard L. Feinsand |   |
|       |                                                              | Name: |   Howard L.  Feinsand |   |
|       |                                                              | Title: | Executive Vice  President, |   |
|       |                                                              |   | General Counsel and  Secretary |   |
|       |                                                              |   |
|       |                                                              |   |
|       | DUKE REALTY OHIO,                                                 |
|       | an Indiana general  partnership                              |
|       |                                                              |
|       | By:                                                               | Duke Realty Limited  Partnership,  a general partner |
|       |                                                              |   |
|       |                                                              | By: | Duke Realty Corporation,  its  general partner |
|       |                                                              |   |   |
|       |                                                              | By: | /s/ Howard L. Feinsand |   |
|       |                                                              | Name: |   Howard L.  Feinsand |   |
|       |                                                              | Title: | Executive Vice  President, |   |
|       |                                                              |   | General Counsel and  Secretary |   |
|            |                                                                   |  |  |  |  |  |  |  |  |  |

 

S-1

----

 
|   | EDENVALE EXECUTIVE  CENTER, L.L.C.,                                      |
|--------|--------------------------------------------------------------------------|
|   | an Indiana general  partnership                                     |
|   |                                                                     |
|   | By:                                                                      | Duke Realty Limited  Partnership,  a general partner, its sole member |
|   |                                                                     |   |
|   |                                                                     | By: | Duke Realty Corporation,  its general partner |
|   |                                                                     |   |   |
|   |                                                                     |   |   |
|   |                                                                     | By: | /s/ Howard L. Feinsand |   |
|   |                                                                     | Name: |   Howard L.  Feinsand |   |
|   |                                                                     | Title: | Executive Vice  President, |   |
|   |                                                                     |   | General Counsel and  Secretary |   |
|   |                                                                     |   |   |   |
|   | MV MINNEAPOLIS LUNAR POINTE I, LLC  a Delaware limited liability company |
|   |                                                                     |   |   |   |
|   | By:                                                                      | Duke Realty Limited  Partnership, an  Indiana limited partnership, sole member |
|   |                                                                     |   |
|   |                                                                     | By: | Duke Realty Corporation,  its general partner |
|   |                                                                     |   |   |
|   |                                                                     | By: | /s/ Howard L. Feinsand |   |
|   |                                                                     | Name: |   Howard L.  Feinsand |   |
|   |                                                                     | Title: | Executive Vice  President, |   |
|   |                                                                     |   | General Counsel and  Secretary |   |
|   |                                                                     |   |   |   |
|   |                                                                     |   |   |   |
|   | DUGAN REALTY, L.L.C.,   an Indiana limited liability company             |
|   |                                                                     |
|   | By:                                                                      | Duke Realty Limited  Partnership,  an Indiana limited partnership, its member |
|   |                                                                     |   |
|   |                                                                     | By: | Duke Realty Corporation,  an Indiana  corporation, its general partner |
|   |                                                                     |   |   |
|   |                                                                     | By: | /s/ Howard L. Feinsand |   |
|   |                                                                     | Name: |   Howard L.  Feinsand |   |
|   |                                                                     | Title: | Executive Vice  President, |   |
|   |                                                                     |   | General Counsel and  Secretary |   |
|        |                                                                          |  |  |  |  |  |  |  |  |  |  |  |

 

S-2

----

 
|   | WEEKS DEVELOPMENT  PARTNERSHIP,  a Georgia general partnership           |
|--------|--------------------------------------------------------------------------|
|   |                                                                     |
|   | By:                                                                      | Weeks Realty Services, Inc.,  a Georgia  corporation, Managing General Partner |
|   |                                                                     |   |
|   |                                                                     |   |
|   |                                                                     | By: | /s/ Howard L. Feinsand |   |
|   |                                                                     | Name: |   Howard L.  Feinsand |   |
|   |                                                                     | Title: | Executive Vice  President, |   |
|   |                                                                     |   | General Counsel and  Secretary |   |
|   |                                                                     |   |   |   |
|   |                                                                     |   |   |   |
|   | DUKE CONSTRUCTION  LIMITED  PARTNERSHIP,  an Indiana limited partnership |
|   |                                                                     |
|   |                                                                     | By: | Duke Business Centers  Corporation,  an Indiana corporation, its general   partner |
|   |                                                                     |   |
|   |                                                                     |   |
|   |                                                                     | By: | /s/ Howard L. Feinsand |   |
|   |                                                                     | Name: |   Howard L.  Feinsand |   |
|   |                                                                     | Title: | Executive Vice  President, |   |
|   |                                                                     |   | General Counsel and  Secretary |   |
|        |                                                                          |  |  |  |  |  |  |  |  |  |

 

S-3

----

 
|   | **BUYER:**                         |
|--------|------------------------------------|
|   |                               |
|   | FIRSTCAL INDUSTRIAL 2 ACQUISITION, |
|   | LLC, a Delaware limited            |
|   | liability company                  |
|   |                               |   |
|   | By:                                | FIRSTCAL INDUSTRIAL 2, LLC, a  Delaware limited liability company and its  sole member, by its two (2) members: |
|   |                               |   |
|   |                               | By: | FR FirstCal 2, LLC, a Delaware  limited liability company and its  Manager |
|   |                               |   |
|   |                               |   | By: | First Industrial Development |
|   |                               |   |   | Services, Inc., a Maryland  corporation and its sole member |
|   |                               |   |
|   |                               |   |   | By: |  /s/ Johannson Yap |   |
|   |                               |   |   |   | Johannson  Yap, Executive |
|   |                               |   |   |   | Vice President |
|        |                                    |  |  |  |  |  |  |  |

 

S-4

----

 

EXHIBIT A

 

DESCRIPTION OF BUILDINGS AND LAND

 

**ATLANTA, GA**

**Asset Nos. 101-188**

 
| **ASSET  #** | ** ** | **ADDRESS**            | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD********OWNER** |
|--------------|------------|------------------------|------------|------------------|------------|------------|------------|-------------------------|
|         |       |                   |       |             |       |       |       |                    |
| 101          |       | 805 Franklin  Court    |       | Marietta, GA     |       | Cobb       |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 102          |       | 810 Franklin  Court    |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 103          |       | 811 Livingston  Court  |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 104          |       | 825 Franklin  Court    |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 105          |       | 830 Franklin  Court    |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 106          |       | 835 Franklin  Court    |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 107          |       | 840 Franklin  Court    |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 108          |       | 821 Livingston  Court  |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 109          |       | 841 Livingston  Court  |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 110          |       | 993 Mansell Road       |       | Roswell, GA      |       | Fulton     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 111          |       | 995 Mansell Road       |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 112          |       | 997 Mansell Road       |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 113          |       | 999 Mansell Road       |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 114          |       | 1003 Mansell  Road     |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 115          |       | 1005 Mansell  Road     |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 116          |       | 1007 Mansell  Road     |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 117          |       | 1009 Mansell  Road     |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 118          |       | 1011 Mansell  Road     |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 119          |       | 11415 Old  Roswell Rd. |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 120          |       | 11545 Wills Road       |       | “           |       | “     |       | DRLP                    |
|         |       |                   |       |             |       |       |       |                    |
| 121          |       | 1750 Founders  Pkwy.   |       | “           |       | “     |       | DRLP                    |

 

A-1

----

 
| **ASSET  #** | ** ** | **ADDRESS**             | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD********OWNER** |
|--------------|------------|-------------------------|------------|------------------|------------|------------|------------|-------------------------|
|         |       |                    |       |             |       |       |       |                    |
| 122          |       | 1735 Founders  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 123          |       | 105 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 124          |       | 150 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 125          |       | 200 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 126          |       | 645 Hembree  Pkwy.      |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 127          |       | 655 Hembree  Pkwy.      |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 128          |       | 250 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 129          |       | 660 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 130          |       | 245 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 131          |       | 1100 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 132          |       | 1150 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 133          |       | 1125 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 134          |       | 1175 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 135          |       | 1250 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 136          |       | 1225 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 137          |       | 1325 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 138          |       | 1350 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 139          |       | 1335 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 140          |       | 11835 Alpharetta  Hwy.  |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 141          |       | 11390 Old  Roswell Rd.  |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 142          |       | 1400 Hembree  Road      |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 143          |       | 235 Hembree Park  Dr.   |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 144          |       | 1115 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 145          |       | 1200 Northmeadow  Pkwy. |       | “           |       | “     |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 146          |       | 1335 Capital Cr.        |       | Marietta, GA     |       | Cobb       |       | DRLP                    |
|         |       |                    |       |             |       |       |       |                    |
| 147          |       | 1337-41-51  Capital Cr. |       | “           |       | “     |       | DRLP                    |

 

A-2

----

 
| **ASSET  #** | ** ** | **ADDRESS**              | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD********OWNER** |
|--------------|------------|--------------------------|------------|------------------|------------|------------|------------|-------------------------|
|         |       |                     |       |             |       |       |       |                    |
| 148          |       | 2260 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 149          |       | 2252 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 150          |       | 2242 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 151          |       | 2256 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 152          |       | 2244 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 153          |       | 2150 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 154          |       | 2152 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 155          |       | 2130 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 156          |       | 2270 Northwest  Pkwy.    |       | “           |       |       |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 157          |       | 2275 Northwest  Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 158          |       | 2915 Courtyards  Drive   |       | Norcross, GA     |       | Gwinnett   |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 159          |       | 2925 Courtyards  Drive   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 160          |       | 2975 Courtyards  Drive   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 161          |       | 2995 Courtyards  Drive   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 162          |       | 2725 Northwoods Pkwy.    |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 163          |       | 2755 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 164          |       | 2775 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 165          |       | 2850 Colonnades  Ct.     |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 166          |       | 3040 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 167          |       | 3055 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 168          |       | 3075 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 169          |       | 3100 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 170          |       | 3155 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 171          |       | 3175 Northwoods  Pkwy.   |       | “           |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 172          |       | 2825  Breckinridge Blvd. |       | Duluth, GA       |       | “     |       | DRLP                    |
|         |       |                     |       |             |       |       |       |                    |
| 173          |       | 2875  Breckinridge Blvd. |       | “           |       | “     |       | DRLP                    |

 

A-3

----

 
| **ASSET  #** | ** ** | **ADDRESS**                   | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD********OWNER**        |
|--------------|------------|-------------------------------|------------|------------------|------------|------------|------------|--------------------------------|
|         |       |                          |       |             |       |       |       |                           |
| 174          |       | 2885  Breckinridge Blvd.      |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 175          |       | 3170 Reps Miller  Road        |       | Norcross, GA     |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 176          |       | 3180 Reps Miller  Road        |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 177          |       | 3190 Reps Miller  Road        |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 178          |       | 11800 Wills Road              |       | Roswell, GA      |       | Fulton     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 179          |       | 11810 Wills Road              |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 180          |       | 11820 Wills Road              |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 181          |       | 560 Old  Peachtree Rd.        |       | Suwanee, GA      |       | Gwinnett   |       | DDRLP                          |
|         |       |                          |       |             |       |       |       |                           |
| 182          |       | 5755 Peachtree Ind.  Blvd.    |       | Norcross, GA     |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 183          |       | 5765 Peachtree  Ind. Blvd.    |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 184          |       | 5775 Peachtree  Ind. Blvd.    |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 185          |       | Northbrook –  Dugan Land |       | Suwanee, GA      |       | “     |       | Dugan Realty,  LLC             |
|         |       |                          |       |             |       |       |       |                           |
| 186          |       | Northbrook -  DRLP Land       |       | “           |       | “     |       | DRLP                           |
|         |       |                          |       |             |       |       |       |                           |
| 187          |       | Northbrook - WDP  Land        |       | “           |       | “     |       | Weeks  Development Partnership |
|         |       |                          |       |             |       |       |       |                           |
| 188          |       | Franklin Forest  Flood Plain  |       | Marietta, GA     |       | Cobb       |       | DRLP                           |

 

**ORLANDO, FLORIDA**

**Asset Nos. 201 - 209**

 
| **ASSET  #** | ** ** | **ADDRESS**           | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|-----------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                  |       |             |       |       |       |                |
| 201          |       | 7101 TPC Drive        |       | Orlando, FL      |       | Orange     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 202          |       | 7022 TPC Drive        |       | “           |       | “     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 203          |       | 6200 Lee Vista  Blvd. |       | “           |       | “     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 204          |       | 7100 TPC Drive        |       | “           |       | “     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 205          |       | 100 Technology  Pkwy. |       | Lake Mary, FL    |       | Seminole   |       | DRLP                |

 

A-4

----

 
| **ASSET  #** | ** ** | **ADDRESS**           | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|-----------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                  |       |             |       |       |       |                |
| 206          |       | 525 Technology  Pkwy. |       | “           |       | “     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 207          |       | 255 Technology  Pkwy. |       | “           |       | “     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 208          |       | 200 Technology  Pkwy. |       | “           |       | “     |       | DRLP                |
|         |       |                  |       |             |       |       |       |                |
| 209          |       | 250 Technology  Pkwy. |       | “           |       | “     |       | DRLP                |

 

**CINCINNATI, OHIO**

**Asset Nos. 301 - 319**

 
| **ASSET  #** | ** ** | **ADDRESS**                                                      | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER**                 |
|--------------|------------|------------------------------------------------------------------|------------|------------------|------------|------------|------------|-------------------------------------|
|         |       |                                                             |       |             |       |       |       |                                |
| 301          |       | 4514-4548  Cornell Rd. & 11253-11277 Williamson Rd.     |       | Cincinnati, OH   |       | Hamilton   |       | Duke Realty Ohio  (“DRO”) |
|         |       |                                                             |       |             |       |       |       |                                |
| 302          |       | 6465 Creek Rd.                                                   |       | Blue Ash, OH     |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 303          |       | 6245 Creek Rd.                                                   |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 304          |       | 2702-2758 East  Kemper Rd.                                       |       | Cincinnati, OH   |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 305          |       | 2800-2888 East  Kemper Rd.                                       |       | Sharonville, OH  |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 306          |       | 2931-2961 East  Kemper Rd.                                       |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 307          |       | 11490-11550  Enterprise Park Dr.                                 |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 308          |       | 2831 East Kemper  Rd. & 11473-11493 Enterprise Park Dr. |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 309          |       | 11785 Highway  Dr.                                               |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 310          |       | 11815 Highway  Dr.                                               |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 311          |       | 6900 - 6918  Fairfield Business Dr.                              |       | Fairfield, OH    |       | Butler     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 312          |       | 6820 - 6838  Fairfield Business Dr.                              |       | “           |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 313          |       | 10150 - 10188  International Blvd.                               |       | Cincinnati, OH   |       | “     |       | DRO                                 |
|         |       |                                                             |       |             |       |       |       |                                |
| 314          |       | 5549 - 5585  Spellmire Rd.                                       |       | “           |       | “     |       | DRO                                 |

 

A-5

----

 
| **ASSET  #** | ** ** | **ADDRESS**               | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|---------------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                      |       |             |       |       |       |                |
| 315          |       | 5616 Spellmire  Rd.       |       | “           |       | “     |       | DRO                 |
|         |       |                      |       |             |       |       |       |                |
| 316          |       | 9021 - 9035  Meridian Way |       | W.Chester,OH     |       | “     |       | DRO                 |
|         |       |                      |       |             |       |       |       |                |
| 317          |       | 4700 Duke Dr.             |       | Mason, OH        |       | Warren     |       | DRO                 |
|         |       |                      |       |             |       |       |       |                |
| 318          |       | 4690 Parkway Dr.          |       | “           |       | “     |       | DRO                 |
|         |       |                      |       |             |       |       |       |                |
| 319          |       | 4900 Parkway Dr.          |       | “           |       | “     |       | DRO                 |

 

**CLEVELAND, OHIO**

**Asset Nos. 401 - 420**

 
| **ASSET  #** | ** ** | **ADDRESS**                  | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|------------------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                         |       |             |       |       |       |                |
| 401          |       | 6230 Cochran                 |       | Solon, OH        |       | Cuyahoga   |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 402          |       | 5821 Harper                  |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 403          |       | 6161 Cochran                 |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 404          |       | 5901 Harper                  |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 405          |       | 6661 Cochran                 |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 406          |       | 6521 Davis                   |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 407          |       | 30301 Carter  Street         |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 408          |       | 12200 Alameda  Dr.           |       | Strongsville, OH |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 409          |       | 13325 Darice  Parkway        |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 410          |       | 13675 Darice  Parkway        |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 411          |       | 13500 Darice  Parkway        |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 412          |       | 12850 Darice  Parkway        |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 413          |       | 12930 Darice  Parkway        |       | “           |       | “     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 414          |       | Intentionally  Omitted       |       | —           |       | —     |       | —              |
|         |       |                         |       |             |       |       |       |                |
| 415          |       | 1864 Enterprise  Pkwy + Land |       | Twinsburg,  OH   |       | Summit     |       | DRO                 |
|         |       |                         |       |             |       |       |       |                |
| 416          |       | 1842 Enterprise  Parkway     |       | “           |       | “     |       | DRO                 |

 

A-6

----

 
| **ASSET  #** | ** ** | **ADDRESS**                      | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|----------------------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                             |       |             |       |       |       |                |
| 417          |       | 28900 Fountain  Parkway          |       | Solon, OH        |       | Cuyahoga   |       | DRO                 |
|         |       |                             |       |             |       |       |       |                |
| 418          |       | 5335 Avion Park  Dr. + Land |       | “           |       | “     |       | DRO                 |
|         |       |                             |       |             |       |       |       |                |
| 419          |       | 8220 Mohawk  Dr. + Land     |       | “           |       | “     |       | DRO                 |
|         |       |                             |       |             |       |       |       |                |
| 420          |       | Park 82 Land                     |       | Strongsville, OH |       | “     |       | DRO                 |

 

**COLUMBUS, OHIO**

**Asset Nos. 501 - 513**

 
| **ASSET  #** | ** ** | **ADDRESS**                      | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER**  |
|--------------|------------|----------------------------------|------------|------------------|------------|------------|------------|----------------------|
|         |       |                             |       |             |       |       |       |                 |
| 501          |       | 7719 Graphics  Way               |       | Lewis Center, OH |       | Delaware   |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 502          |       | 459 Orange Point  Dr.            |       | “           |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 503          |       | 3940 Gantz Road                  |       | Grove City, OH   |       | Franklin   |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 504          |       | 4000 Gantz Road                  |       | “           |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 505          |       | 2190-2200  Westbelt Dr.          |       | Columbus, OH     |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 506          |       | 2787-2805  Charter St.           |       | “           |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 507          |       | 2829-2843  Charter St.           |       | “           |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 508          |       | 3800 Zane Trace  Dr.             |       | “           |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 509          |       | 3635 Zane Trace  Dr.             |       | “           |       | “     |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 510          |       | Orange Pointe  Land (4.35 acres) |       | “           |       | Delaware   |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 511          |       | Westbelt 3 Land  (12.36 acres)   |       | “           |       | Franklin   |       | DRO                  |
|         |       |                             |       |             |       |       |       |                 |
| 512          |       | Westbelt 5 Land  (11.18 acres)   |       | “           |       | “     |       | DCLP                 |
|         |       |                             |       |             |       |       |       |                 |
| 513          |       | Orange Point  Detention Pond     |       | Lewis Center, OH |       | Delaware   |       | DRO &  DRLP |

 

A-7

----

 

**MINNEAPOLIS, MINNESOTA**

**Asset Nos. 601 - 633**

 
| **ASSET  #** | ** ** | **ADDRESS**                | ** ** | **CITY,  STATE**   | ** ** | **COUNTY** | ** ** | **RECORD****OWNER**                               |
|--------------|------------|----------------------------|------------|--------------------|------------|------------|------------|---------------------------------------------------|
|         |       |                       |       |               |       |       |       |                                              |
| 601          |       | 640 Taft St.               |       | Minneapolis, MN    |       | Hennepin   |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 602          |       | 2505 Kennedy St.           |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 603          |       | 650 Taft St.               |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 604          |       | 2425 Kennedy  St., N.E.    |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 605          |       | 1351-1365 Park  Rd.        |       | Chanhassen, MN     |       | Carver     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 606          |       | 1250-1290 Park  Rd.        |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 607          |       | 1020 Discovery  Rd.        |       | Eagan, MN          |       | Dakota     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 608          |       | 1303 Corporate  Center Dr. |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 609          |       | 7600-7688  Executive Dr.   |       | Eden Prairie, MN   |       | Hennepin   |       | Edenvale  Executive Center, LLC (“EEC”) |
|         |       |                       |       |               |       |       |       |                                              |
| 610          |       | 7905 Golden  Triangle Dr.  |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 611          |       | 10900 Hampshire  Ave. So.  |       | Bloomington, MN    |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 612          |       | 801-815 West 106th  St.    |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 613          |       | 10640 Lyndale  Ave. So.    |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 614          |       | 5249-5251 W. 73rd  St.     |       | Edina, MN          |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 615          |       | 5230 W. 73rd  St.          |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 616          |       | 7200 Ohms Lane             |       | “             |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 617          |       | 5900 Golden  Hills Dr.     |       | Golden Valley,  MN |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 618          |       | 6100-6190 Golden  Hills Dr |       |               |       | “     |       | DRLP                                              |
|         |       |                       |       |               |       |       |       |                                              |
| 619          |       | 6105 Golden  Hills Dr.     |       |               |       | “     |       | DRLP                                              |

 

A-8

----

 
| **ASSET  #** | ** ** | **ADDRESS**                                                  | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER**                 |
|--------------|------------|--------------------------------------------------------------|------------|------------------|------------|------------|------------|-------------------------------------|
|         |       |                                                         |       |             |       |       |       |                                |
| 620          |       | 2415-2495 Xenium  Lane No.                                   |       | Plymouth, MN     |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 621          |       | 2200 University  Ave. W.                                     |       | St. Paul, MN     |       | Ramsey     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 622          |       | 10025 Valley  View Rd.                                       |       | Eden Prairie, MN |       | Hennepin   |       | EEC                                 |
|         |       |                                                         |       |             |       |       |       |                                |
| 623          |       | 13895 Industrial  Park Blvd.                                 |       | Plymouth, MN     |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 624          |       | 1840-1888  Berkshire; 13801-13844 Industrial Park            |       | “           |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 625          |       | 13820-13884  Industrial Park Blvd.; 1945-2001 Annepolis Lane |       | “           |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 626          |       | 5201/5155 E.  River Rd.                                      |       | Fridley, MN      |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 627          | ** ** | **Intentionally  Omitted**                                   |       | —           |       | —     |       | —                              |
|         |       |                                                         |       |             |       |       |       |                                |
| 628          |       | 2000 W. 94th  St.                                            |       | Bloomington, MN  |       | Hennepin   |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 629          |       | 5120 Cedar Lake  Rd.                                         |       | Cedar Lake, MN   |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 630          |       | 7300 32nd  Ave. No.                                          |       | Crystal, MN      |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 631          |       | 800 So. Fifth  St.                                           |       | Hopkins, MN      |       | “     |       | DRLP                                |
|         |       |                                                         |       |             |       |       |       |                                |
| 632          | ** ** | **Intentionally  Omitted**                                   |       | —           |       | —     |       | —                              |
|         |       |                                                         |       |             |       |       |       |                                |
| 633          |       | 3025 Lunar Lane                                              |       | Eagan, MN        |       | Dakota     |       | MV Minneapolis  Lunar Pointe I, LLC |

 

**NASHVILLE, TENNESSEE**

**Asset Nos. 701 - 734**

 
| **ASSET  #** | ** ** | **ADDRESS**         | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|---------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                |       |             |       |       |       |                |
| 701          |       | 1420 Donelson  Pike |       | Nashville, TN    |       | Davidson   |       | DRLP                |
|         |       |                |       |             |       |       |       |                |
| 702          |       | 1410 Donelson  Pike |       | “           |       | “     |       | DRLP                |
|         |       |                |       |             |       |       |       |                |
| 703          |       | 1400 Donelson  Pike |       | “           |       | “     |       | DRLP                |

 

A-9

----

 
| **ASSET  #** | ** ** | **ADDRESS**               | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|---------------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                      |       |             |       |       |       |                |
| 704          |       | 400 Airpark  Center Dr.   |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 705          |       | 500 Airpark  Center Dr.   |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 706          |       | 600 Airpark  Center Dr.   |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 707          |       | 700 Airpark  Center Dr.   |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 708          |       | 800 Airpark  Center Dr.   |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 709          |       | 900 Airpark  Center Dr.   |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 710          |       | 1000 Airpark  Center Dr.  |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 711          |       | 5233 Harding  Place       |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 712          |       | 2525 Perimeter  Place Dr. |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 713          |       | 621 Mainstream  Dr.       |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 714          |       | 566 Mainstream  Dr.       |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 715          |       | 811 Royal Pkwy.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 716          |       | 2957 Elm Hill  Pike       |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 717          |       | 533 Mainstream  Dr.       |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 718          |       | 501 Mainstream  Dr.       |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 719          |       | 2515 Perimeter  Place Dr. |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 720          |       | 500 Royal Pkwy.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 721          |       | 5215 Linbar Dr.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 722          |       | 5217 Linbar Dr.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 723          |       | 5213 Linbar Dr.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 724          |       | 5211 Linbar Dr.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 725          |       | 5209 Linbar Dr.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 726          |       | 5207 Linbar Dr.           |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 727          |       | 3800 Ezell Rd.            |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 728          |       | 601 Bakertown  Rd. + Land |       | “           |       | “     |       | DRLP                |
|         |       |                      |       |             |       |       |       |                |
| 729          |       | 5270 Harding  Place       |       | “           |       | “     |       | DRLP                |

 

A-10

----

 
| **ASSET  #** | ** ** | **ADDRESS**                      | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|----------------------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                             |       |             |       |       |       |                |
| 730          |       | 1415 Donelson  Pike              |       | “           |       | “     |       | DRLP                |
|         |       |                             |       |             |       |       |       |                |
| 731          |       | 1413 Donelson  Pike              |       | “           |       | “     |       | DRLP                |
|         |       |                             |       |             |       |       |       |                |
| 732          |       | 431 Great Circle  Rd.            |       | “           |       | “     |       | DRLP                |
|         |       |                             |       |             |       |       |       |                |
| 733          |       | Haywood East  Land  (5.05 acres) |       | “           |       | “     |       | DRLP                |
|         |       |                             |       |             |       |       |       |                |
| 734          |       | Linbar Land  (1.665 acres)       |       | “           |       | “     |       | DRLP                |

 

**RALEIGH, NORTH CAROLINA**

**Asset Nos. 801 - 814**

 
| **ASSET  #** | ** ** | **ADDRESS**                 | ** ** | **CITY,  STATE** | ** ** | **COUNTY** | ** ** | **RECORD****OWNER** |
|--------------|------------|-----------------------------|------------|------------------|------------|------------|------------|---------------------|
|         |       |                        |       |             |       |       |       |                |
| 801          |       | 100 Perimeter  Park Dr.     |       | Morrisville, NC  |       | Wake       |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 802          |       | 200 Perimeter  Park Dr.     |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 803          |       | 300 Perimeter  Park Dr.     |       | “           |       |       |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 804          |       | 400 Perimeter  Park Dr.     |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 805          |       | 500 Perimeter  Park Dr.     |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 806          |       | 800 Perimeter  Park Dr.     |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 807          |       | 900 Perimeter  Park Dr.     |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 808          |       | 1000 Perimeter  Park Dr.    |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 809          |       | 409 Airport Blvd.  - Bldg A |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 810          |       | 409 Airport  Blvd. - Bldg B |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 811          |       | 409 Airport  Blvd. - Bldg C |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 812          |       | 3200 Spring  Forest Rd.     |       | Raleigh, NC      |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 813          |       | 3100 Spring  Forest Rd.     |       | “           |       | “     |       | DRLP                |
|         |       |                        |       |             |       |       |       |                |
| 814          |       | 3150 Spring  Forest Rd.     |       | “           |       | “     |       | DRLP                |

 

A-11

----

 

EXHIBIT B

 

ESCROW AGREEMENT

 

THIS AGREEMENT is made andentered into this 7th day of September, 2005, by and among thoseparties collectively named as “Seller” on the signature page hereto (“**Seller**”), FirstCal Industrial 2 Acquisition, LLC, a Delawarelimited liability company (“**Buyer**”), andFirst American Title Insurance Company (“**Escrow Agent**”).

 

WHEREAS, Seller and Buyerhave entered into that certain Agreement for Purchase and Sale (the “**Purchase Agreement**”) dated as of the date hereof, a copy ofwhich Escrow Agent acknowledges receiving, for the sale and purchase of thatcertain real property described therein. The Purchase Agreement is, by thisreference, made a part hereof, and all terms used but not defined herein shallhave the meanings given to such terms in the Purchase Agreement; and

 

WHEREAS, Buyer and Sellerdesire to have Escrow Agent hold the Earnest Money in escrow, as required bythe Purchase Agreement and pursuant to the terms hereof.

 

NOW, THEREFORE, inconsideration of Ten Dollars ($10.00) and other good and valuableconsideration, the receipt and sufficiency whereof are hereby acknowledged, theparties hereto hereby covenant and agree as follows:

 

1.                                       Within three (3) businessdays after the Effective Date, as defined in the Purchase Agreement, Buyer willdeliver and deposit with Escrow Agent the amount of Ten Million and No/100DOLLARS ($10,000,000.00)as required by Section 3 of the PurchaseAgreement (the “**Earnest Money**”) .  The Escrow Agent agrees to immediatelydeposit the Earnest Money in an interest-bearing account in a national bankingassociation and to hold and disburse the same, together with any interestearned thereon, as required by the Purchase Agreement.

 

2.                                       Upon the Closing Date,Escrow Agent shall apply the Earnest Money, together with any accrued interestthereon, to the Purchase Price as required by the Purchase Agreement.

 

3.                                       Within fifteen (15) daysafter written notification from both Buyer and Seller that the salecontemplated by the Purchase Agreement shall not take place, Escrow Agent shalldeliver the Earnest Money as required by the Purchase Agreement.

 

4.                                       Buyer and Seller herebycovenant and agree that Escrow Agent shall not be liable for any loss, cost ordamage which it may incur as a result of serving as Escrow Agent hereunder,except for any loss, cost or damage arising out of Escrow Agent’s grossnegligence or willful misconduct. Accordingly, Escrow Agent shall not incur any liability with respect to (a) anyaction taken or omitted to be taken in good faith upon advice of its counsel,given with respect to any questions relating to its duties and responsibilitieshereunder, or (b) any action taken or omitted to be taken in reliance uponany document, including any written notice of instruction provided for hereinor in the Purchase Agreement, not only as to the due execution and the validityand effectiveness thereof, but also as to the truth and accuracy of any informationcontained therein, which Escrow Agent shall in good faith believe to be genuineand to have been signed or presented by proper person or persons in conformitywith the provisions of this Agreement. Buyer and Seller hereby agree to indemnify and hold harmless EscrowAgent against any and all losses, claims, 

 

B-1

----

 

damages, liabilities and expenses, includingreasonable costs of investigation and reasonable attorneys’ fees anddisbursements actually incurred, which may be imposed upon and incurred byEscrow Agent in connection with its serving as Escrow Agent hereunder.  In the event of a dispute between Buyer andSeller, Escrow Agent shall be entitled to tender unto the registry or custodyof any court of competent jurisdiction in the county in which Escrow Agent’saddress for notice is located all money or property in Escrow Agent’s handsheld under the terms of this Agreement and the Purchase Agreement, togetherwith such legal pleadings as it deems appropriate, and thereupon shall bedischarged of its obligations hereunder and under the Purchase Agreement.

 

5.                                       Any notice requiredhereunder shall be delivered to the parties and in the manner as required bythe Purchase Agreement.  Escrow Agent’s addressfor notice purposes is as follows:

 

First AmericanTitle Insurance Company

30 North LaSalleStreet

Suite 310

Chicago, IL  60602

 

6.                                       This Agreement shall begoverned by and construed in accordance with the internal laws of the state inwhich the Land is located, without reference to the conflicts of laws or choiceof law provisions thereof.

 

7.                                       This Agreement shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective heirs, executors, administrators, legal representatives, successorsand assigns.

 

B-2

----

 

IN WITNESS WHEREOF, theundersigned have caused this Escrow Agreement to be duly executed as of thedate first written above.

 
| ** ** | **SELLER:**                      |
|------------|----------------------------------|
|       |                             |
|       | DUKE REALTY LIMITED PARTNERSHIP, |
|       | an Indiana general partnership   |
|       |                             |   |   |
|       |                             |   |   |
|       | By:                              | Duke Realty Corporation, |   |
|       |                             | its sole general partner |   |
|       |                             |   |   |
|       |                             |   |   |
|       |                             | By: |   |   |
|       |                             | Name: |   |   |
|       |                             | Title: |   |   |
|       |                             |   |   |
|       |                             |   |   |
|       | DUKE REALTY OHIO,                |   |
|       | an Indiana general partnership   |   |
|       |                             |   |   |
|       | By:                              | Duke Realty Limited  Partnership, |   |
|       |                             | a general partner |   |
|       |                             |   |   |
|       |                             | By: | Duke Realty Corporation, its  general partner |
|       |                             |   |   |
|       |                             |   | By: |   |   |
|       |                             |   | Name: |   |   |
|       |                             |   | Title: |   |   |
|            |                                  |  |  |  |  |  |  |  |  |  |  |  |

 

B-3

----

 
|   |   | EDENVALE  EXECUTIVE CENTER, L.L.C.,   |
|--------|--------|---------------------------------------|
|   |   | an  Indiana general partnership       |
|   |   |                                  |   |
|   |   | By:                                   | Duke  Realty Limited Partnership, |
|   |   |                                  | a  general partner, its sole member |
|   |   |                                  |   |   |
|   |   |                                  | By: | Duke  Realty Corporation, |
|   |   |                                  |   | its  general partner |
|   |   |                                  |   |   |
|   |   |                                  |   |   |
|   |   |                                  |   | By: |   |
|   |   |                                  |   | Name: |   |
|   |   |                                  |   | Title: |   |
|   |   |                                  |   |   |
|   |   |                                  |   |   |
|   |   | MV  MINNEAPOLIS LUNAR POINTE I, LLC   |
|   |   | a  Delaware limited liability company |
|   |   |                                  |   |   |
|   |   | By:                                   | Duke  Realty Limited Partnership, an  Indiana limited partnership, sole member |
|   |   |                                  |   |   |
|   |   |                                  | By: | Duke  Realty Corporation, |
|   |   |                                  |   | its  general partner |
|   |   |                                  |   |   |
|   |   |                                  |   | By: |   |
|   |   |                                  |   | Name: |   |
|   |   |                                  |   | Title: |   |
|   |   |                                  |   |   |
|   |   |                                  |   |   |
|   |   | DUGAN  REALTY, L.L.C.,                |
|   |   | an  Indiana limited liability company |
|   |   |                                  |   |   |
|   |   | By:                                   | Duke  Realty Limited Partnership, |
|   |   |                                  | an  Indiana limited partnership, its member |
|   |   |                                  |   |   |
|   |   |                                  | By: | Duke  Realty Corporation, an Indiana |
|   |   |                                  |   | corporation,  its general partner |
|   |   |                                  |   |   |
|   |   |                                  |   | By: |   |
|   |   |                                  |   | Printed: |   |
|   |   |                                  |   | Title: |   |
|        |        |                                       |  |  |  |  |  |  |  |  |  |  |

 

B-4

----

 
|   |   | WEEKS  DEVELOPMENT PARTNERSHIP,          |
|--------|--------|------------------------------------------|
|   |   | a  Georgia general partnership           |
|   |   |                                     |
|   |   | By:                                      | Weeks  Realty Services, Inc., a Georgia |
|   |   |                                     | corporation,  Managing General Partner |
|   |   |                                     |   |
|   |   |                                     |   |
|   |   |                                     | By: |   |
|   |   |                                     | Printed: |   |
|   |   |                                     | Title: |   |
|   |   |                                     |   |
|   |   |                                     |   |   |
|   |   | DUKE  CONSTRUCTION LIMITED  PARTNERSHIP, |
|   |   | an  Indiana limited partnership          |
|   |   |                                     |   |   |
|   |   |                                     | By: | Duke  Business Centers Corporation, |
|   |   |                                     |   | an  Indiana corporation, its general |
|   |   |                                     |   | partner |
|   |   |                                     |   |   |
|   |   |                                     |   |   |
|   |   |                                     |   | By: |   |
|   |   |                                     |   | Printed: |   |
|   |   |                                     |   | Title: |   |
|        |        |                                          |  |  |  |  |  |  |  |  |

 

B-5

----

 
| ** ** |   | **BUYER:**                                                   |
|------------|--------|--------------------------------------------------------------|
|       |   |                                                         |
|       |   | FIRSTCAL  INDUSTRIAL 2 ACQUISITION,  LLC, a Delaware limited |
|       |   | liability  company                                           |
|       |   |                                                         |   |   |   |
|       |   | By                                                           | FIRSTCAL  INDUSTRIAL 2, LLC, a  Delaware limited liability company and its  sole member |
|       |   |                                                         |   |   |   |
|       |   |                                                         | By: | FR  FirstCal 2, LLC, a Delaware  limited liability company and its  Manager |
|       |   |                                                         |   |   |   |
|       |   |                                                         |   | By: | First  Industrial Development |
|       |   |                                                         |   |   | Services, Inc.,  a Maryland  corporation and its sole member |
|       |   |                                                         |   |   |   |
|       |   |                                                         |   |   | By: |   |
|       |   |                                                         |   |   |   |   Johannson  Yap, Executive |
|       |   |                                                         |   |   |   |   Vice  President |
|       |   |                                                         |   |   |   |
|       |   |                                                         | By: | CSJV  FirstCal 2, LLC, |
|       |   |                                                         |   | a  Delaware limited liability |
|       |   |                                                         |   | company |
|       |   |                                                         |   |   |   |
|       |   |                                                         | By: | California  State Teachers’ |
|       |   |                                                         |   | Retirement  System, a public |
|       |   |                                                         |   | entity |
|       |   |                                                         |   | By: |   |
|       |   |                                                         |   | Its: |   |

 

B-6

----

 
| ** ** |   |   |   | **ESCROW AGENT:**                                                  |
|------------|--------|--------|--------|--------------------------------------------------------------------|
| ** ** |   |   |   | ** **                                                         |
|       |   |   |   | FIRST  AMERICAN TITLE INSURANCE  COMPANY, a California corporation |
|       |   |   |   |                                                               |
|       |   |   |   |                                                               |
|       |   |   |   | By:                                                                |   |
|       |   |   |   | Printed:                                                           |   |
|       |   |   |   | Title:                                                             |   |
|            |        |        |        |                                                                    |  |  |  |

 

B-7

----

 

EXHIBIT C

 

BILL OF SALE

 

THIS BILL OF SALE is executed and delivered as of the     day of                      ,200  , by                                                   ,an                                           (“**Seller**”), for the benefit of                                                  ,a                                   (“**Buyer**”).

 

WITNESSETH:

 

WHEREAS, Seller has sold and conveyed to Buyer the realproperty (the “**Property**”) described in thatcertain Deed executed by Seller in favor of Buyer dated as of the date hereof;and

 

WHEREAS, in connection with such conveyance of theProperty, Seller has agreed to sell to Buyer and Buyer has agreed to purchasefrom Seller all right, title and interest of Seller in and to the tangiblepersonal property located on the Property and used in connection with operationand maintenance of the Improvements including, but not limited to thefollowing:  None (the “**Personal Property**”);

 

NOW, THEREFORE, for and in consideration of the sum of Tenand No/100 Dollars ($10.00) in hand paid at or before the execution, sealingand delivery hereof, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by Seller, Seller hereby agrees asfollows:

 

1.             Saleand Conveyance.  Seller hereby sells,transfers and conveys unto Buyer, its successors and assigns, all right, titleand interest of Seller in and to the Personal Property.

 

2.             Disclaimer.  This Bill of Sale is made without warranty,representation, or guaranty by or recourse against Seller of any kindwhatsoever.

 

3.             GoverningLaw.  This Bill of Sale shall begoverned by and construed in accordance with the internal laws of the state inwhich the Property is located, without reference to the conflicts of laws orchoice of law provisions thereof.

 

4.             BindingEffect.  This Bill of Sale shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective heirs, executors, administrators, legal representatives, successorsand assigns.

 

C-1

----

 

IN WITNESS WHEREOF, Seller has caused this Bill of Sale tobe executed by its duly authorized signatory as of the day and year first abovewritten.

 
|   |   |
|--------|--------|
|   | By:    |   |
|   |   |
|   | By:    |   |
|   | Name:  |   |
|   | Title: |   |
|        |        |  |  |  |  |

 

C-2

----

 

EXHIBIT D

 

LEASE LIST

 

The list of leases was provided on September 1, 2005 via e-mail,from Seller’ s counsel to Buyer’s counsel, in the form of a current rent roll,dated August 1, 2005.

 

The list of security deposits was provided via e-mail, on September 6,2005, from Seller’s counsel to Buyer’s counsel.

 

D-1

----

 

EXHIBIT E

 

DISCLOSURESCHEDULE

 

# Leases

#  

1.                                       Asset#177 (Atlanta)

 

•                                          Atenant alleges that an adjacent tenant’s activities are disturbing its quietenjoyment.  We do not believe that theirquiet enjoyment is disturbed but we are working with both tenants to resolvethe dispute.

 

•

 

2.                                       Assets#725 and 726 (Nashville)

 

•                                          DeenPrefilled Syringes LLC leased space in each building by assignment fromAmerican Medical Link, Inc.  DeenPrefilled Syringes LLC filed for bankruptcy and rejected the leases.  Prior to the bankruptcy we had an actionpending against Deen Prefilled Syringes LLC and American Medical Link, Inc.  We are continuing to pursue American MedicalLink but have terminated the Leases.

 

•

 

3.                                       Asset#730 (Nashville)

 

•                                          ExpressMedia filed for Chapter 11 bankruptcy on August 9, 2005.  The tenant is still in the space and has notpaid rent since filing for bankruptcy.

 

# Agreements

#  

1.                                       Assets#701, 702, 703, 710, 725, 727, 728, 713 (Nashville)

 

•                                          XOCommunications is serving tenants in the buildings noted above without acontract.  They are not paying anyrevenue.

 

•

 

2.                                       Assets# 202 and 204 (Orlando)

 

•                  Sellerhas an unrecorded agreement with ***, the seller of the ground for thebuildings, where Seller agreed to pay as part of the purchase price an amountof money based on the amount of office square feet built in the buildings.  This obligation does not run with the landand is binding only on the Seller.  Sinceall of the space is not built out, Buyer will need to notify Seller from timeto time about the amount of the office build out for the initial build out inthe buildings.  (See Section 19.12of the Agreement to which this Exhibit is attached.)

 

E-1

----

 

# Government Violationsand Compliance

#  

1.                                       Asset#319 (Cincinnati)

 

•                                          Atenant (California Closets) erected a sign in violation of the zoning code.  We have discussed the issue with the zoningadministrator for Deerfield Township and it is doubtful whether a variancewould be received.  To date we have notreceived any written notice requiring us or the tenant to remove the sign.  The sign has been in place for over two (2) years.

 

E-2

----

 

**EXHIBIT F**

 

FORM OFDEED

 

Form shall be as agreed by counselfor each of Seller and Buyer, respectively.

 

F-1

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EXHIBIT G

 

NON-FOREIGNCERTIFICATE

 

To inform                                      (“**Transferee**”), that withholding of tax under Section 1445of the Internal Revenue Code of 1986, as amended (the “**Code**”),will not be required upon the transfer of certain real property to Transfereeby                                                       (“**Transferor**”), the undersigned hereby certifies the followingon behalf of Transferor:

 

1.             Transferoris not a foreign corporation, foreign partnership, foreign trust or foreignestate (as those terms are defined in the Code and the Income Tax Regulationspromulgated thereunder);

 

2.             Transferor’sU.S. employer identification number is                                    ;and

 

3.             Transferor’saddress is                                                  .

 

Transferor understands that this Certification may bedisclosed to the Internal Revenue Service by Transferee and that any falsestatement contained herein could be punished by fine, imprisonment, or both.

 

Under penalty of perjury I declare that I have examinedthis 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 thisdocument on behalf of Transferor.

 

Dated as of:  

 

 
|   |   |
|--------|--------|
|   | By:    |   |
|   |   |
|   | By:    |   |
|   | Name:  |   |
|   | Title: |   |
|        |        |  |  |  |

 

G-1

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EXHIBIT H

 

NOTICE TOTENANTS

 

[TO BE REVISED TO ADDRESSPOST-CLOSING RECONCILIATION ARRANGEMENTS]

 

[DATE],200  

 

**VIA CERTIFIED MAIL**

**RETURN RECEIPT REQUESTED**

 

[NAME AND ADDRESS OF TENANT

PER LEASE NOTICE PROVISION]

 

Re:          Sale of [NAME OFPROPERTY]

 

Dear Tenant:

 

This letter shall constitute notice of the transfer of theabove-referenced premises and assignment of your lease for said premises by[INSERT NAME] (“Former Landlord”) to                                    (“FirstCal II”).  From and after the dateof this notice, all rent payments due under your lease shall be paid toFirstCal II at:

 

[FILL IN APPLICABLE REGIONAL

LOCK BOX INFORMATION]

 

or if sent by Federal Express or overnight courier:

 

[FILL IN APPLICABLE REGIONAL

OVERNIGHT DELIVERY ADDRESS]

 

Your property manager is                                                and your local property management office is located at the following address:

 

First Industrial, L.P.

[FILL IN ADDRESS OF APPLICABLE

LOCAL REGIONAL OFFICE]

 

Your local asset manager is [FILL IN NAME], who may be contacted at[FILL IN PHONE AND FAX NUMBER FOR LOCAL REGIONAL OFFICE].

 

H-1

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All formal written notices delivered under your lease should, however,be directed to FirstCal II at:

 
|       |   | First Industrial, L.P.                           |
|------------|--------|--------------------------------------------------|
|       |   | 311 South Wacker Drive, Suite 4000          |
|       |   | Chicago, Illinois 60606                          |
|       |   | Attn: Executive Vice President-Operations        |
|       |   |                                             |
| w/copy to: |   | Barack Ferrazzano Kirschbaum  Perlman & |
|       |   | Nagelberg LLP                                    |
|       |   | 333 West Wacker Drive                            |
|       |   | 27th Floor                                       |
|       |   | Chicago, Illinois 60606                          |
|       |   | Attn: Suzanne Bessette-Smith                     |

 

Please do not hesitate to contact your local First Industrial propertymanagement office with any questions. The effective date of this notice is the date of this letter.

 

 
| [**SELLER ENTITY**], | **[BUYER ENTITY**, a |       |   |
|----------------------|----------------------|------------|--------|
| , a             |                 |       |   |
|                 | By:                  |       |
|                 | Its:                 |       |
|                 |                 |
| By:                  |                 |       |   |
| Its:                 |                 |       |   |
|                 |                 |
|                 |                 |
|                 | Name:                |       |
| ** **           | Title:               | ** ** |
|                      |                      |            |        |  |  |  |  |  |  |  |  |

 

H-2

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EXHIBIT I

 

ASSIGNMENT ANDASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“**Assignment**”) is entered into as of the       day of                        ,200  , by and between                                    ,an                          (“**Assignor**”), and                                    ,a                                   (“**Assignee**”).

 

RECITALS:

 

A.            Assignorhas sold and conveyed to Assignee all that tract or parcel of land moreparticularly described in that certain deed executed by Assignor in favor ofAssignee dated as of the date hereof, together with all improvements thereonand all rights, easements and appurtenances thereto (hereinafter collectivelyreferred to as the “**Property**”)pursuant to that certain Agreement for Purchase and Sale between Assignor andAssignee dated as of August     , 2005 (the “**Purchase Agreement**”). All capitalized terms used herein and not otherwise defined shall havethe meanings set forth in the Purchase Agreement.

 

B.            Inconnection with such conveyance of the Property, Assignor and Assignee wish toenter into this Assignment to evidence the terms of the transfer by Assignor toAssignee of all right, title and interest of Assignor (i) as landlord inand to all leases, subleases and other occupancy agreements (collectively, the “**Leases**”) in force and effect at the date hereof, whether ornot of record, for the use or occupancy of any portion of the Propertyincluding the leases referred to in that certain Lease List attached as Exhibit Ahereto; (ii) in and to all guaranties (collectively, the “**Guaranties**”) of the obligations of the tenants under theLeases, if any, the existence of which Guaranties (although not necessarily theidentity of each guarantor) is scheduled on Exhibit B hereto; (iii) inand to all security deposits (hereinafter collectively referred to as the “**Security Deposits**”) as described in such Lease List, thereceipt of which is hereby acknowledged by Assignee; (iv) in and to theCommission Agreements; (v) in and to the Service Contracts, all of whichare scheduled on Exhibit C hereto; (vi) in and to all siteplans, construction and development drawings, plans and specifications(collectively, the “**Plans**”) for theProperty; (vii) in and to all sewer and water permits and licenses,building permits, certificates of occupancy, demolition and excavation permits,curb cut and right-of-way permits, drainage rights, permits, licenses andsimilar or equivalent private and governmental documents of every kind andcharacter whatsoever pertaining or applicable to or in any way connected with thedevelopment, construction, ownership, or operation of the Property(collectively, the “**Permits**”); and (viii) inand to all warranties and guaranties pertaining or applicable to or in any wayconnected with the development, construction, ownership or operation of theProperty, including, but not limited to, those Warranties for roofs and HVACsystems (collectively, the “**Warranties**”).

 

NOW, THEREFORE, for and in consideration of the foregoingrecitals, which are incorporated herein, the mutual covenants contained hereinand other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged by each party hereto, Assignor and Assignee herebyagree as follows:

 

I-1

----

 

1.             Transferand Assignment.  Assignor herebysells, transfers, assigns, delivers and conveys to Assignee all right, titleand interest of Assignor in, to and under the Leases (as landlord), theGuaranties, the Security Deposits, Commission Agreements and Service Contracts.  To the extent assignable, Assignor herebysells, transfers, assigns, delivers and conveys to Assignee all right, titleand interest of Assignor in, to and under the Plans, Permits and Warranties.  To the extent any Plans, Permits and/orWarranties are not assignable, Assignor shall cooperate fully with Assignee,but without cost or expense to Assignor, to enforce such Plans, Permits and/orWarranties for the benefit of Assignee.

 

2.             Assumptionof Obligations.  Assignee herebyassumes and agrees to observe and perform all of the obligations and duties ofAssignor under each of the Leases, Commission Agreements, Service Contracts,Plans, Permits and Warranties to be observed, performed or discharged on, orrelating to, or accruing with respect to the period after the date of thisAssignment, including, without limitation, all covenants and obligations ofAssignor with respect to those of the Security Deposits actually paid,credited, delivered or transferred to Assignee.

 

3.             Assignee’sIndemnification.  Assignee herebyindemnifies, protects, defends and holds Assignor, Assignor’s members,partners, affiliates and shareholders, the partners, officers, directors andshareholders of Assignor’s members, partners, affiliates and shareholders, andtheir respective successors, and assigns, harmless from any and all claims,damages, losses, suits, proceedings, costs and expenses, including, withoutlimitation, reasonable attorneys’ fees (collectively, “**Losses**”),both known or unknown, present and future, at law or in equity, arising out of,by virtue of or in any way related to the breach by Assignee of (or Assignee’sfailure to timely perform) any or all of the obligations imposed on the lessoror the landlord under any or all of the Leases and the Guaranties, whichobligations accrue from and after the date of the Closing.

 

4.             Assignor’sIndemnification.  Assignor herebyindemnifies, protects, defends and holds Assignee, Assignee’s members, partnersand affiliates, the partners, officers, directors and shareholders of Assignee’smembers, partners and affiliates, and all of their respective successors andassigns harmless from any and all Losses, both known and unknown, present andfuture, at law or in equity and arising out of, by virtue of, or in any wayrelated to, the breach by Assignor of (or Assignor’s failure to timely perform)any or all of the obligations imposed on the lessor or the landlord under anyor all of the Leases and the Guaranties, which obligations accrue on or priorto the date of the Closing.

 

5.             GoverningLaw.  This instrument shall begoverned by and construed in accordance with the internal laws of the state inwhich the Property is located, without reference to the conflicts of laws orchoice of law provisions thereof.

 

6.             BindingEffect.  This instrument shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective heirs, executors, administrators, legal representatives, successorsand assigns.

 

7.             Counterparts.  This Assignment may be executed in any numberof counterparts, each of which shall be deemed to be an original, but all ofwhich, when taken together, shall constitute but one and the same instrument.

 

I-2

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IN WITNESS WHEREOF, Assignor and Assignee have each causedthis Assignment to be executed by its duly authorized signatory as of the dayand year first above written.

 

 
|   | ASSIGNOR: |
|--------|-----------|
|   |      |
|   |      |
|   | By:       |   |
|   |      |
|   | By:       |   |
|   | Name:     |   |
|   | Title:    |   |
|   |      |
|   | ASSIGNEE: |
|   |      |
|   |      |
|   | By:       |   |
|   |      |
|   | By:       |   |
|   | Name:     |   |
|   | Title:    |   |
|        |           |  |  |  |  |

 

I-3

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Exhibit A– Lease List

 

I-1

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Exhibit B– Guaranty List

 

I-1

----

 

Exhibit C–Service Contracts

 

I-1

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EXHIBIT J

 

LIST OF SERVICE CONTRACTS

 

See Attached List

 

J-1

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List of Service Contracts

 
| **City** | ** ** | **Park**                                      | ** ** | **Item**                                                                                      | ** ** | **Comments**                                                                                                                              |
|----------|------------|-----------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Breckinridge                                  |       | Future  Security, Inc.  Allgood Services  Cen-Signal  BMS Cleaning                            |       | Roving  Patrol Security  Pest Control  Fire Alarm Monitoring  Full Service Tenant Janitorial                                              |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Franklin  Forest                              |       | This Ole Mop  Allgood Services  Barton Protective Services  Certified Fire Protection         |       | Window  Cleaning  Pest Control  Roving Security Patrol  Fire Alarm Monitoring                                                             |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Hembree  Crest; Hembree Park, and Northmeadow |       | Allgood  Services  Cen-Signal                                                                 |       | Pest Control  Fire Alarm Monitoring                                                                                                       |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Founders  Park                                |       | Abernathy’s  Cleaning Services  BMS Cleaning  Allgood Services  Cen-Signal  This Ole Mop |       | Full Service  Tenant Janitorial  Full Service Tenant Janitorial  Pest Control  Fire Alarm Monitoring  Full Service Tenant Window Cleaning |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Mansell  Commons                              |       | Allgood  Services  Cen-Signal                                                                 |       | Pest Control  Fire Alarm Monitoring                                                                                                       |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Northbrook                                    |       | Future  Security, Inc.  Allgood Services  Cen-Signal  Coast & Valley                      |       | Roving  Patrol Security  Pest Control  Fire Alarm Monitoring  Exterior Sweep (as needed)                                                  |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Northwest  Business Center                    |       | Barton  Protective Services  This Ole Mop  One Source Cleaning  Allgood Services  Cen-Signal  |       | Roving  Security Patrol  Window Cleaning  Full Service Tenant Janitorial  Pest Control  Fire Alarm Monitoring                             |
|     |       |                                          |       |                                                                                          |       |                                                                                                                                      |
| Atlanta  |       | Northwoods                                    |       | Aquascape  Environmental  Allgood Services  Valcourt Building Services of Georgia             |       | Pond  Maintenance  Pest Control  Window Washing                                                                                           |

 

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|       |   |                       |   | Alliance  Fire Protection  Barton Protective Services                                                                                      |   | Fire Alarm  Monitoring Contracts  Roving Security Patrol                                                                                                                                                                                                                                           |
|------------|--------|----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Atlanta    |   | Reps Miller                |   | Allgood  Services  Valcourt Building Services of Georgia  ADT & Cen-Signal  Barton Protective Services                                 |   | Pest Control  Window Washing  Fire Alarm Monitoring  Roving Security Patrol                                                                                                                                                                                                                        |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Atlanta    |   | Peachtree  Corners         |   | Allgood  Services                                                                                                                          |   | Pest Control  Contracts                                                                                                                                                                                                                                                                            |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Cincinnati |   | Cornell  Commerce Center   |   | Dangel  Electronics, Inc.  Braco Window Cleaning Service                                                                                   |   | Testing and  Monitoring Contract dated 11/10/95  Window Cleaning Contract dated 10/28/04                                                                                                                                                                                                           |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Cincinnati |   | Creek Road                 |   | Detect-All  (Creek 1)                                                                                                                      |   | Alarm  Monitoring                                                                                                                                                                                                                                                                                  |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Cincinnati |   | Enterprise  Park           |   | Orkin  Exterminating Company  ADT Security Services  Winelco Inc.  Merchants Security, Inc.  Braco Window Cleaning Service                 |   | Pest Control  contract dated 6/5/01 and 3/21/01  Security Control Contract dated 1/8/02  Sewage System Maintenance Agreement dated 5/19/92  Security Services Contract dated 4/26/95  Window Cleaning Contract dated 10/28/04                                                                      |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Cincinnati |   | Fairfield  Business Center |   | Orkin  Exterminating Company  The Quick Response  Braco Window Cleaning Service                                                            |   | Pest Control  Contract dated 5/2/02  Alarm Monitoring Service Agreement dated 2/12/02  Window Cleaning Contract dated 10/28/04                                                                                                                                                                     |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Cincinnati |   | Governor’s  Points    |   | Tri-State  Pest Management  The Quick Response  Jancoa Janitorial Services  Strategic Energy  DeBra-Kuempel  Braco Window Cleaning Service |   | Pest Control  Contract dated 11/11/04  Alarm Monitoring Service Agreement dated 11/5/02  Janitorial Services Contract dated 6/4/04  Power Supply Coordination Service Agreement dated 12/30/04  HVAC Preventive Maintenance Program Contract dated 1/8/04  Window Cleaning Contract dated 10/28/04 |
|       |   |                       |   |                                                                                                                                       |   |                                                                                                                                                                                                                                                                                               |
| Cincinnati |   | Perimeter  Park            |   | Orkin  Exterminating Company  ADT Security Systems  Braco Window Cleaning Service                                                          |   | Pest Control  Contract dated 7/29/02  Security Contract dated 11/26/96 and 12/5/96  Window Cleaning Contract dated 10/28/04                                                                                                                                                                        |

 

----

 
| Cincinnati |   | World Park                  |   | Meter  Reading and Billing Services  Braco Window Cleaning Service  Detect-All (Building 5 & 6) |   | Electric  Meter Reading Contract dated 9/8/04  Window Cleaning Contract dated 10/28/04  Alarm Monitoring |
|------------|--------|-----------------------------|--------|-----------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cincinnati |   | World Park  Union Centre    |   | Tri-State  Pest Management  Braco Window Cleaning Service  Detect-All                               |   | Pest Control  Contract dated 11/11/04  Window Cleaning Contract dated 10/28/04  Alarm Monitoring         |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cleveland  |   | Alameda  Drive              |   | Edwards  Systems Distributors  Reliable Snow Plowing                                                |   | Fire Alarm  Testing Contract dated 2/11/05  Snow Removal / Landscaping Contract dated 11/19/04           |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cleveland  |   | 6335 Avion  Park Drive      |   | Reliable  Snow Plowing  ADT                                                                         |   | Snow Removal  / Landscaping Contract dated 11/19/04  Fire Alarm Monitoring                               |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cleveland  |   | Enterprise  Parkway         |   | Turiscape, Inc.  State Alarm                                                                        |   | Snow Removal  / Landscaping Contract dated 11/19/04  Fire Alarm Monitoring                               |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cleveland  |   | Fountain  Parkway           |   | Edwards  Systems Distributors  Turiscape, Inc.                                                      |   | Fire Alarm  Testing Contract dated 2/11/05                                                               |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cleveland  |   | Park 82                     |   | Edwards  Systems Distributors  Reliable Snow Plowing                                                |   | Fire Alarm  Testing Contract dated 2/11/05  Snow Removal / Landscaping Contract dated 11/19/04           |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Cleveland  |   | Solon                       |   | Edwards  Systems Distributors                                                                       |   | Fire Alarm  Testing Contract dated 2/11/05                                                               |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Columbus   |   | Orange Point  Commerce Park |   | Pest Control  ADT                                                                                   |   | Contract  with Terminix Commercial dated 2/4/04  Fire alarm monitoring                                   |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Columbus   |   | South Pointe                |   | ADT                                                                                                 |   | Fire alarm  monitoring                                                                                   |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Columbus   |   | Westbelt  Drive             |   | PDS Systems,  LLC                                                                                   |   | Fire alarm  monitoring                                                                                   |
|       |   |                        |   |                                                                                                |   |                                                                                                     |
| Columbus   |   | Westbelt  West              |   | PDS Systems,  LLC                                                                                   |   | Fire alarm  monitoring                                                                                   |

 

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| Columbus    |   | Zane Trace                     |   | PDS Systems,  LLC                        |   | Fire alarm  monitoring                                                                                                     |
|-------------|--------|--------------------------------|--------|------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------|
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Bloomington  Industrial Center |   | Alarm Monitoring                         |   | Electro  Watchman Inc. contract dated 8/10/99                                                                              |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Broadway  Business Center      |   | Security  System   Pest Control          |   | Honeywell  contract dated 6/25/98 (bldgs III, IV, VI)   Plunkett’s Pest Control contract dated 7/14/04                |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Cedar Lake  Business Center    |   | Alarm  Monitoring Service   Pest Control |   | Electro  Watchman, Inc. contract dated 6/1/98   Plunkett’s Inc. contract dated 3/6/91                                 |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Chanhassen  Lakes              |   | Alarm System                             |   | Honeywell  contract dated 6/25/98 (bldgs I & II)                                                                       |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Crystal  Industrial Center     |   | Security  Monitoring                     |   | Sentry  Systems, Inc. contract dated 4/1/98                                                                                |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Eagandale  Crossing            |   | Alarm  Monitoring Service                |   | Electro  Watchman, Inc. contract dated 11/17/98                                                                            |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Edenvale Tech  Center          |   | Alarm  Monitoring                        |   | Electro  Watchman, Inc. contract dated 2/12/02                                                                             |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Edenvale  Executive Center     |   | Alarm System                             |   | Trans-Alarm,  Inc. contract dated 10/21/99                                                                                 |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Edina  Interchange             |   | Pest Control    Alarm System             |   | Plunkett’s  Pest Control contract dated 5/6/05   Trans-Alarm, Inc. contract dated 7/25/00; The International Dispatch |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Golden Hills                   |   | Pest Control    Alarm Monitoring         |   | Plunkett’s  Pest Control contract dated 1/17/01   The International Dispatch, Communication Center contract dated     |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Golden  Triangle Tech Center   |   | Alarm  Monitoring                        |   | Criticom  monitoring dated 8/07/01                                                                                         |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Hampshire  Tech Center         |   | Alarm  Monitoring                        |   | Silent  Knight Security  Alarm Net dated 3/10/05                                                                           |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Lunar Points                   |   | Alarm  Monitoring                        |   | Electro  Watchman, Inc. contract dated 10/23/01; AlarmNet contract                                                         |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Lyndale  Commons               |   | Alarm System                             |   | Electro  Watchman, Inc. contract dated 7/27/01 (bldgs I & II)                                                          |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | Plymouth Office/Tech  Center   |   | Alarm System                             |   | ADT Security  Services contract dated 12/30/98                                                                             |
|        |   |                           |   |                                     |   |                                                                                                                       |
| Minneapolis |   | River Road                     |   | Pest Control    Security System          |   | Adams Pest  Control, Inc. contract dated 3/23/99   ADT Security Services contract dated 1/14/05                            |

 

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| Minneapolis |   | University  Crossing        |   | Alarm  Monitoring                                                                                                                                                               |   | Protection  One contract dated 5/16/05                                                                                                                                                                                                                                           |
|-------------|--------|-----------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Minneapolis |   | Valley  Gate/Green          |   | Security  System                                                                                                                                                                |   | ADT Security  Services contract dated 12/23/99                                                                                                                                                                                                                                   |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Minneapolis |   | Westpoint  Buildings        |   | Alarm  Systems                                                                                                                                                                  |   | National  Guardian contract dated 3/19/93; SecurityLink contract                                                                                                                                                                                                                 |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Minneapolis |   | Westside  Business Park     |   | Pest Control    Alarm System                                                                                                                                                    |   | ADT Security  Services contract dated 12/23/99   Electro Watchman, Inc. contract dated 3/25/03                                                                                                                                                                                   |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Nashville   |   | Airpark  Business Center    |   | Cooks Pest  Control  National Guardian  Security Link  Terminix  Professional Window Washing Services, Inc.  International Fire Protection  Initial Security.                   |   | Contract for  Pest Control dated 3/28/02  Alarm Services Agreement  Alarm Services Agreement  Pest Control Contract  Window washing Contract  Fire Sprinkler Inspection Contract  Patrol Service Agreement dated 5/5/05                                                          |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Nashville   |   | Cumberland  Business Center |   | Cooks Pest  Control  SecurityLink  Professional Window Washing Services, Inc.  International Fire Protection                                                                    |   | Contract for  Pest Contract dated 3/28/02  Alarm Services Agreement dated 10/22/89  Window washing contract  Fire Sprinkler Inspection Contract                                                                                                                                  |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Nashville   |   | Greenbriar                  |   | Global  Supply and Service Company  Cooks Pest Control  Simplex  Professional Window Washing Services, Inc.  International Fire Protection  Initial Security                    |   | Contract for  Janitorial Services dated 4/4/01  Contract for Pest Control dated 3/28/02  Monitoring Service Agreement dated 3/4/99  Window washing contract  Fire Sprinkler Inspection contract  Petrol Service Agreement dated 5/5/05                                           |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Nashville   |   | Haywood Oaks                |   | Cooks Pest  Control  Access Control Technologies  Security Link  Simplex  Terminix  Professional Window Washing Services, Inc.  International Fire Protection  Initial Security |   | Contract for  Pest Control dated 3/28/02  Monitoring Contract dated 8/18/97  Alarm Services Agreement dated 3/1/96  Monitoring Contract dated 5/12/00  Pest Control Contract  Window washing contract  Fire Sprinkler Inspection Contract  Patrol Service Agreement dated 5/5/05 |
|        |   |                        |   |                                                                                                                                                                            |   |                                                                                                                                                                                                                                                                             |
| Nashville   |   | Haywood Oaks  East          |   | Cooks Pest  Control  Professional Window Washing Services, Inc.                                                                                                                 |   | Contract for  Pest Control dated 3/28/02  Window washing contract                                                                                                                                                                                                                |

 

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|      |   |                           |   | International  Fire Protection  Initial Security                                                                                                                       |   | Fire  Sprinkler Inspection Contract  Patrol Service Agreement dated 5/5/05                                                                                                                                                                                                                                                                         |
|-----------|--------|--------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
| Nashville |   | Metro Center                   |   | Professional  Window Washing Services, Inc.  Initial Security                                                                                                          |   | Window  washing contract  Patrol Service Agreement dated 5/5/05                                                                                                                                                                                                                                                                                    |
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
| Nashville |   | Metropolitan  Airport Center   |   | Global Supply  and Service Company  Cooks Pest Control  Simplex  Professional Window Washing Services, Inc.  International Fire Protection  Initial Security           |   | Contract for  Janitorial Services dated 3/3/00  Contract for Past Control dated 3/28/02  Monitoring Service Agreement  Window washing contract  Fire Sprinkler Inspection Contract  Patrol Service Agreement dated 5/5/05                                                                                                                          |
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
| Nashville |   | Riverview  Business Center     |   | Cooks Pest  Control  ADS Security and Control  Simplex  Professional Window Washing Services, Inc.  International Fire Protection                                      |   | Contract for  Pest Control dated 3/28/02  Contract for Security dated 4/15/98  Fire Alarm and Security Monitoring  Window washing contract  Fire Sprinkler Inspection Contract                                                                                                                                                                     |
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
| Nashville |   | Royal  Parkway Center          |   | Global  Supply and Service Company  Cooks Pest Control  Simplex  Terminix  Professional Window Washing Services, Inc.  International Fire Protection  Initial Security |   | Contract for  Janitorial Services dated 3/3/00  Contract for Pest Control dated 3/28/02; Termite Control Agreement  Monitoring Service Agreement  Pest Control Contract  Window washing contract  Fire Sprinkler Inspection Contract  Patrol Service Agreement dated 5/5/05                                                                        |
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
| Orlando   |   | Technology  Park               |   | Water  Management - All Bldgs  Pest Control  Window Cleaning - All Bldgs  Sweeping - All Bldgs                                                                         |   | The Lake  Doctors contract dated 3/29/04  Orkin Pest Control contract dated 3/2/04 (100 Tech); Orkin Pest  Bay Area Window Cleaning, Inc. contract dated 8/15/02  Skyline Maintenance Sweeping Services Agreement dated 3/30/                                                                                                                      |
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
| Orlando   |   | Lee Vista

 

Lee Vista i |   | Pest Control  Life Safety System Test  Fire Safety Monitoring  Window Cleaning  Fire Sprinkler Testing  Sweeping Services                                              |   | Orkin Pest  Control contract dated 4/27/04  Siemens Building Technologies, Inc. contract dated 9/18/03  Siemens Building Technologies, Inc. contract dated 9/18/03  A-1 Orange Cleaning Service Co, Inc. contract dated 3/8/02  Southeast Fire Sprinklers, Inc. contract dated 8/7/01  Skyline Maintenance Sweeping Service contract dated 3/30/01 |
|      |   |                           |   |                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                               |
|      |   |                           |   | Pest Control                                                                                                                                                           |   | Orkin Pest  Control contract dated 11/1/04                                                                                                                                                                                                                                                                                                         |

 

----

 
|    |   | Lee Vista ii                         |   | Life Safety  System Test  Fire Safety Monitoring  Window Cleaning  Fire Sprinkler Testing  Sweeping Services |   | Siemens  Building Technologies, Inc. contract dated 9/18/03  Siemens Building Technologies, Inc. contract dated 9/18/03  A-1 Orange Cleaning Service Co, Inc. contract dated 3/8/02  Southeast Fire Sprinklers, Inc. contract dated 8/7/01  Skyline Maintenance Sweeping Service contract dated 3/30/01 |
|---------|--------|--------------------------------------|--------|--------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                 |   |                                                                                                         |   |                                                                                                                                                                                                                                                                                                    |
|    |   | Lee Vista iii                        |   | Pest Control  Window Cleaning                                                                                |   | Orkin Pest  Control contract dated 4/27/04  A-1 Orange Cleaning Service Co, Inc. contract dated 3/8/02                                                                                                                                                                                                  |
|    |   |                                 |   |                                                                                                         |   |                                                                                                                                                                                                                                                                                                    |
|    |   |  

Service Center at Lee Vista  |   | Fire  Sprinkler Testing  Fire Safety Monitoring  Window Cleaning  Sweeping Services                          |   | Southeast  Fire Sprinklers, Inc. contract dated 8/7/01  Simplex Monitoring Agreement dated 5/8/01  A-1 Orange Cleaning Service Co, Inc. contract dated 3/8/02  Skyline Maintenance Sweeping Service contract dated 3/30/01                                                                              |
|    |   |                                 |   |                                                                                                         |   |                                                                                                                                                                                                                                                                                                    |
| Raleigh |   | Perimeter  Park                      |   | Pest Control  Building Maintenance                                                                           |   | Orkin Pest  Control contract dated 11/13/03 (all bldgs)  Alarms Plus contract dated 1/3/05                                                                                                                                                                                                              |
|    |   |                                 |   |                                                                                                         |   |                                                                                                                                                                                                                                                                                                    |
|    |   | Research  Triangle Industrial Center |   | Pest Control  Building Maintenance                                                                           |   | Orkin Pest  Control contract dated 11/13/03 (all bldgs)  Alarms Plus contract dated 1/3/05                                                                                                                                                                                                              |
|    |   |                                 |   |                                                                                                         |   |                                                                                                                                                                                                                                                                                                    |
|    |   | Spring Forest  Business Center       |   | Building  Maintenance  Pest Control  Building Maintenance                                                    |   | Young  Building Maintenance contract dated 12/16/04 D(SF III)  Orkin Pest Control contract dated 11/13/03 (all bldgs)  Alarms Plus contract dated 1/3/05                                                                                                                                                |

 

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EXHIBIT K

 

OFFICER’S CERTIFICATE

 

The undersigned,                              ,hereby certifies that:

 

(1)                                  heis the                                                                 of                          ,an Indiana corporation (the “Corporation”), the general partner of                                        ,an                                (the “Partnership”), and as such, he has access to the books and records ofboth the Corporation and the Partnership and is making this certification forand on behalf of the Corporation;

 

(2)                                  heis also a member of the Investment Committee of the Corporation, which has theauthority to determine whether the Corporation, as general partner of thePartnership, should sell any building owned by the Partnership and to authorizeindividuals at the Corporation to enter into agreements to effectuate suchdisposition;

 

(3)                                  ata meeting of the Investment Committee at which all members were present, it wasunanimously resolved that the Partnership is authorized to sell the real estateand improvements thereto located at                                                    ,and more particularly described on Exhibit A attached hereto, for asales price of                                                 andNo/100 Dollars ($                                            )and upon such other terms and conditions as may be deemed appropriate ornecessary by Dennis D. Oklak, Robert D. Fessler, Robert M. Chapman, Donald J.Hunter, Matthew A. Cohoat, James B. Connor, Steven R. Kennedy, Chris Seger, HowardL. Feinsand or any of them;

 

(4)                                  DennisD. Oklak, Robert D. Fessler, Robert M. Chapman, Donald J. Hunter, Matthew A.Cohoat, James B. Connor, Steven R. Kennedy, Chris Seger, and Howard L.Feinsand, and Nicholas C. Anthony, as officers of the Corporation, or any ofthem, be and they are authorized from time to time to execute such documents asmay be deemed appropriate or necessary in their determination to consummatesaid sale.

 
| Executed  the             day  of                                     ,  2005. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

K-1

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EXHIBIT L

 

NOTICE TOVENDORS

 

(Date)

 

Vendors of [Property Name]

 

Dear Vendors:

 

We are pleased to inform you that                                                   in                                ,                         County,                          ,has been acquired by                                           .  All future communications and notices shouldnow be directed, as applicable, to:

 

 

 

 

 

Thank you for your cooperation, and feel free to call ifyou have any questions.

 
|   | Very truly yours, |
|--------|-------------------|
|   |              |
|   |              |
|   | By:               |   |
|   |              |
|   | By:               |   |
|   | Name:             |   |
|   | Title:            |   |
|        |                   |  |  |  |

 

L-1

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EXHIBIT M

 

FORM OFTENANT ESTOPPEL CERTIFICATE

 

In connection with                               (the “Buyer”) acquisition of the Leased Premises described in the leaseabstract attached as ***Exhibit A***and the listing of lease documents attached as ***Exhibit B*** (collectively, “LeaseAbstract”), the undersigned on behalf of the Tenant certifies to Buyer asfollows:

 

1.             TheLease Abstract contains a true, correct and accurate description of the leaseby and between Landlord and Tenant (“Lease”), as the same may have beenmodified or amended, together with a description of any and all guaranties ofthe Lease that may have been delivered to Landlord or any predecessor toLandlord thereunder.

 

2.             TheLease is in full force and effect and has not been modified, supplemented oramended in any way except as indicated in the Lease Abstract; and the Lease representsthe entire agreement between the parties as to Tenant’s rights to the rentablesquare feet set forth in the Lease Abstract. Except to the extent described in the Lease, Tenant has no options foracquisition, rights of refusal, rights of first offer or rights of negotiationin favor of Tenant with respect to the acquisition of the property of Landlord(or its predecessors, if applicable).

 

3.             Theterm of the Lease expires as set forth in the Lease Abstract. Tenant has norenewal rights other than those set forth in the Lease Abstract. Tenant hasgiven Landlord a security deposit in the amount shown in the Lease Abstract.

 

4.             Rentunder the Lease is as set forth in the Lease Abstract. No rent due has beenpaid more than one (1) month in advance. Tenant has no defenses or offsetswhich could be alleged in any action brought for rent accruing subsequent tothe date of this Tenant Estoppel Certificate.

 

5.             Tenantcurrently pays Landlord the amount set forth in the Lease Abstract for chargesother than rent, including real estate tax pass throughs, which are due andpayable under the Lease. Such payments have not been made for any period morethan one (1) month in advance of such payment and all such charges havebeen paid through the date of this Tenant Estoppel Certificate.

 

6.             Tenanthas not executed any lease or sublease with respect to the Leased Premisesother than the Lease, and Tenant has not assigned or encumbered its interest inthe Lease.

 

7.             Landlord has satisfiedall of Landlord’s current obligations under the Lease in the nature ofinducements to Tenant’s occupancy, and all improvements required by the termsof the Lease to be made by Landlord have been satisfactorily completed.

 

8.             Tenanthas not defaulted and is not currently in default in its obligations under theLease and, to Tenant’s knowledge, Landlord has not defaulted and is notcurrently in default in any of its obligations under the Lease. Neither Tenantnor, to Tenant’s knowledge, Landlord has committed any breach under the Leasewhich, alone or with the passage of time, the giving of notice, or both, wouldconstitute a default thereunder.

 

M-1

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9.             Tenantagrees that, upon Buyer’s acquisition of the Leased Premises, Tenant willattorn to and recognize Buyer as the Landlord under the Lease, with the sameforce and effect as if there were a direct lease between Tenant and Buyer.

 

10.           Tenantis not insolvent and is able to pay its debts as they mature. There are noactions, whether voluntary or otherwise, pending against Tenant under thebankruptcy laws of the United States or any other state thereof.

 

Tenant acknowledges that Buyer has relied on theinformation contained in this Tenant Estoppel Certificate in determiningwhether to acquire the land and improvements in or on which is located theLeased Premises.  Tenant acknowledgesthat the statements contained herein may be relied upon by Landlord, Buyer, andBuyer’s Lender, if any, in connection with Buyer’s acquisition of the LeasedPremises.

 

Executed this           day of                         ,2005.

 

 
|   | TENANT:  |
|--------|----------|
|   |     |
|   |     |
|   |     |   |
|   |     |
|   |     |
|   | By:      |   |   |
|   |     |   |
|   | Printed: |   |   |
|   |     |   |
|   | Title:   |   |   |
|        |          |  |  |  |  |

 

M-2

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EXHIBIT N

 

FORM OF SELLER’S ESTOPPEL CERTIFICATE

 

In connection with                          (the “Buyer”) acquisition of the Leased Premises described in the leaseabstract attached as ***Exhibit A***and the listing of lease documents attached as ***Exhibit B*** (collectively, “LeaseAbstract”), the undersigned on behalf of the Landlord certifies to Buyer asfollows:

 

1.             TheLease Abstract contains a true, correct and accurate description of the leaseby and between Landlord and Tenant (“Lease”), as the same may have beenmodified or amended, together with a description of any and all guaranties ofthe Lease that may have been delivered to Landlord or any predecessor toLandlord thereunder.

 

2.             TheLease is in full force and effect and has not been modified, supplemented oramended in any way except as indicated in the Lease Abstract; and the Leaserepresents the entire agreement between the parties as to Tenant’s rights tothe rentable square feet set forth in the Lease Abstract.  Except to the extent described in the Lease,Tenant has no options for acquisition, rights of refusal, rights of first offeror rights of negotiation in favor of Tenant with respect to the acquisition ofthe property of Landlord (or its predecessors, if applicable).

 

3.             Theterm of the Lease expires as set forth in the Lease Abstract. Tenant has no renewalrights other than those set forth in the Lease Abstract. Tenant has givenLandlord a security deposit in the amount shown in the Lease Abstract.

 

4.             Rentunder the Lease is as set forth in the Lease Abstract. No rent due has beenpaid more than one (1) month in advance. Tenant has no defenses or offsetswhich could be alleged in any action brought for rent accruing subsequent tothe date of this Tenant Estoppel Certificate.

 

5.             Tenantcurrently pays Landlord the amount set forth in the Lease Abstract for chargesother than rent, including real estate tax pass throughs, which are due andpayable under the Lease. Such payments have not been made for any period morethan one (1) month in advance of such payment and all such charges havebeen paid through the date of this Tenant Estoppel Certificate.

 

6.             Tenanthas not executed any lease or sublease with respect to the Leased Premisesother than the Lease, and Tenant has not assigned or encumbered its interest inthe Lease.

 

7.             Landlord has satisfiedall of Landlord’s current obligations under the Lease in the nature ofinducements to Tenant’s occupancy, and all improvements required by the termsof the Lease to be made by Landlord have been satisfactorily completed.

 

8.             Tenanthas not defaulted and is not currently in default in its obligations under the

 

N-1

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Lease except for the failure todeliver a Tenant Estoppel Certificate and except for any delinquent rent asreflected in any accounts receivable report delivered by Landlord to Buyer and,Landlord has not defaulted and is not currently in default in any of itsobligations under the Lease. Neither Landlord nor, to Landlord’s knowledge,Tenant has committed any breach under the Lease which, alone or with thepassage of time, the giving of notice, or both, would constitute a defaultthereunder.

 

9.             Landlord acknowledges thatBuyer has relied on the information contained in this Tenant EstoppelCertificate in determining whether to acquire the land and improvements in oron which is located the Leased Premises. Tenant acknowledges that the statements contained herein may be reliedupon by Landlord, Buyer, and Buyer’s Lender, if any, in connection with Buyer’sacquisition of the Leased Premises.

 

Executed this       day of                      ,2005.

 

 
|   | LANDLORD: |
|--------|-----------|
|   |      |
|   |      |
|   |      |   |
|   |      |
|   |      |
|   | By:       |   |   |
|   |      |   |
|   | Printed:  |   |   |
|   |      |   |
|   | Title:    |   |   |
|        |           |  |  |  |  |

 

N-2

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EXHIBIT O

 

SELLER’S DELIVERIES

 

1.                                       Copiesof any and all leases relating to the Property.

 

2.                                       Copiesof the most currently available rent roll, schedule of security depositsheld by Seller and delinquency or aged tenant receivable reports maintained bySeller or Seller’s management agent in the normal course of the ownership andoperation of the Property.

 

3.                                       Copiesof historical occupancy reports maintained by Seller or Seller’s managementagent in connection with the Property relating to the current year and one (1) yearimmediately preceding the date of the Agreement.

 

4.                                       Copiesof income and expense statements, year-end financial and monthly and annualoperating statements of the Property for the current year and one (1) yearimmediately preceding the date of the Agreement.

 

5.                                       Copiesof any bills and other notices pertaining to any real estate taxes or personalproperty taxes applicable to the Property for the current year and the three (3) yearsimmediately preceding the date of the Agreement.

 

6.                                       Copiesof all tenant ledgers showing all billings, payments and credits appliedagainst the billings for the current year and one (1) year immediatelypreceding the date of this Agreement.

 

7.                                       Copiesof all real estate tax, insurance, common area maintenance and other operatingexpense reconciliations prepared by Seller or Seller’s management agent inconnection with the Property for one (1) year immediately preceding thedate of the Agreement.

 

8.                                       Copiesof all operating budgets prepared by Seller or Seller’s management agent inconnection with the Property for the current year and one (1) year immediatelypreceding the date of the Agreement.

 

9.                                       Copiesof all Service Contracts and Commission Agreements.

 

10.                                 Copiesof certificates of insurance for all hazard, rent loss, liability and otherinsurance policies currently in force with respect to the Property.

 

11.                                 Copiesof all third-party reports and data and any correspondence regarding theenvironmental conditions relating to the Property and in Seller’s possession.

 

12.                                 Copiesof all engineering and architectural plans and specifications, drawings,studies and surveys relating to the Property, in Seller’s possession.

 

13.                                 Copiesof all of Seller’s records for the two (2) year period preceding Closingpertaining to the repair, replacement and maintenance of the mechanical systemsat the Property, inventory analysis of existing HVAC units and roof conditionreports for each Property.

 

O-1

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14.                                 Aschedule of the historical capital expenses for one (1) year prior tothe Execution Date.

 

15.                                 Copies of all, if any,of the following in Seller’s possession: subdivision plans or plats, variances,parcel maps or development agreements relating to the Property; and licenses,permits, certificates, authorizations, or approvals issued by any GovernmentalAuthority in connection with the construction, ownership, use and occupancy ofthe Property.

 

16.                                 A list of all PersonalProperty, if any.

 

O-2

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EXHIBIT P

 

PENDING LAND SALE PROPERTY

 
| **Location**                  | ** ** | **Acres**  | ** ** | **Release Price** | ** ** |
|-------------------------------|------------|------------|------------|-------------------|------------|
|                          |       |       |       |              |       |
| 1.    *** |       | 3.48 acres |       | ***               |       |
|                          |       |       |       |              |       |
| 2.    *** |       | 5.15 acres |       | ***               |       |
|                          |       |       |       |              |       |
| 3.    *** |       | 5.6 acres  |       | ***               |       |
|                          |       |       |       |              |       |
| 4.    *** |       | 0.71 acres |       | ***               |       |
|                          |       |       |       |              |       |
| 5.    *** | 3          | 4.65 acres |       | ***               |       |

 

P-1

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EXHIBIT Q

 

DEPICTION OF *** LAND

 

***

 

Q-1

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EXHIBIT R

 

ROFR PROPERTY

 
| **Asset #**   | ** ** | **Tenant** | ** ** | **Location**                                  | ** ** | **Release  Price** |
|---------------|------------|------------|------------|-----------------------------------------------|------------|--------------------|
|          |       |       |       |                                          |       |               |
| 182, 183, 184 |       | ***        |       | ***                                           |       | *** and  ***       |
|          |       |       |       |                                          |       |               |
| 509           |       | ***        |       | ***                                           |       | ***                |
|          |       |       |       |                                          |       |               |
| 719           |       | ***        |       | (i)      *** and  (ii)*** |       | ***                |

 

R-1

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EXHIBIT S

 

MARKET LEASING COMMISSIONS

 
| ******* | * * |
|---------|----------|

 

S-1

----

 

EXHIBIT T

 

OVER THE TERM COMMISSIONS

 

**TENANT**

 
| *** |
|-----|
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |
| *** |

 

----

(1)           Tenant executed early renewal and did not lista broker.  Original lease calls for OTCat least until 2/28/06.  It is likely duefor the term of the lease.

(2)           OTC until 10/3105 - Cashed out forrenewal beginning 11/1/2005

 

T-1

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EXHIBIT U

 

SAMPLE TENANT RENT ROLL

 
| **SPACE  HISTORY**                        | ** ** | **CHARGE  SUMMARY** | ** ** |
|-------------------------------------------|------------|---------------------|------------|
| **Lease  Name/Leased  Premises  Address** | ** ** | **Unit  ID**        | ** ** | **Space  ID** | ** ** | **Trans  Type** | ** ** | **Space  Start  Date** | ** ** | **Space  End  Date** | ** ** | **Term** | ** ** | **Space  Area** | ** ** | **Charge  Area** | ** ** | **Tax  Base** | ** ** | **Ins  Base** | ** ** | **$ Stop** | ** ** | **Rent   Start  Date** | ** ** | **Rent  End  Date** | ** ** | **Monthly  Gross  Rent** | ** ** | **Annual  Gross  Rent** | ** ** | **Gross  Rent  PSF** | ** ** | **Net Rent  PSF** | ** ** |
| ** **                                | ** ** | ** **          | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

U-1

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EXHIBIT V

 

PHASE II PROPERTY

 

 

See Attached Schedule

 

V-1

----

 

EXHIBIT - V

 

PHASE II PROPERTY

 
| **ADDRESS** | ** ** | **DUKE / FR** | ** ** | **Allocation** | ** ** | **ISSUES** | ** ** | **RECOMMENDATIONS** | ** **                                          | **COSTS**           | ** **          |
|-------------|------------|---------------|------------|----------------|------------|------------|------------|---------------------|-----------------------------------------------------|---------------------|---------------------|
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $10,000 -  $15,000. |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $10,000 -  $15,000. |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $7,000 -  $10,000.  |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $7,000 -  $10,000.  |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $7,000 -  $10,000.  |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $6,000 -  $8,000.   |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation  Agency file review/research |                | $6,000 -  $8,000.   |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Phase II Investigation                              |                | $12,000 -  $18,000. |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Agency file  review/research                        |                | $3,000 - $4,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Agency file  review/research                        |                | $3,000 - $4,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Formal wetlands assessment                          |                | $6,000 - $8,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Formal wetlands assessment                          |                | $6,000 - $8,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Formal wetlands assessment                          |                | $6,000 - $8,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Formal wetlands assessment                          |                | $6,000 - $8,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Formal wetlands assessment                          |                | $6,000 - $8,000     |   |
| ***         |       | ***           |       | $              | ***        |       | ***        |                | Formal wetlands assessment                          |                | $6,000 - $8,000     |   |
|        |       |          |       |           |       |       |       | **TOTAL COSTS**     |                                                | $107,000 - $150,000 |                |

 

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TABLE OF CONTENTS

 
| Section 1.  |   | Definitions  and Exhibits           |   |
|------------------|--------|-------------------------------------|--------|
| 1.1              |   | Definitions                         |   |
| 1.2              |   | Exhibits                            |   |
|             |   |                                |   |
| Section 2.  |   | Purchase and Sale                   |   |
|             |   |                                |   |
| Section 3.  |   | Earnest Money                       |   |
| 3.1              |   | Earnest  Money                      |   |
| 3.2              |   | Disbursement                        |   |
|             |   |                                |   |
| Section 4.  |   | Purchase Price                      |   |
| 4.1              |   | Purchase  Price                     |   |
| 4.2              |   | Prorations                          |   |
|             |   |                                |   |
| Section 5.  |   | Title and Survey                    |   |
|             |   |                                |   |
| Section 6.  |   | Buyer’s Inspection             |   |
| 6.1              |   | Document  Inspection                |   |
| 6.2              |   | Physical  Inspection                |   |
| 6.3              |   | Formal  Inspection Period           |   |
| 6.4              |   | Confidentiality                     |   |
| 6.5              |   | Non-Compete                         |   |
|             |   |                                |   |
| Section 7.  |   | Representations  and Warranties     |   |
| 7.1              |   | Representations                     |   |
| 7.2              |   | Buyer’s  Representations       |   |
| 7.3              |   | Miscellaneous                       |   |
| 7.4              |   | Reaffirmation                       |   |
|             |   |                                |   |
| Section 8.  |   | Operations  Pending Closing         |   |
|             |   |                                |   |
| Section 9.  |   | Conditions to  Closing              |   |
| 9.1              |   | Buyer’s  Conditions Precedent  |   |
| 9.2              |   | Seller’s  Conditions Precedent |   |
|             |   |                                |   |
| Section 10. |   | Closing                             |   |
| 10.1             |   | Time and  Place                     |   |
| 10.2             |   | Seller  Deliveries                  |   |
| 10.3             |   | Buyer  Deliveries                   |   |
| 10.4             |   | Property  Deliveries                |   |
|             |   |                                |   |
| Section 11. |   | Default and  Remedies               |   |
| 11.1             |   | Buyer’s  Default               |   |
| 11.2             |   | Seller’s  Default              |   |
| 11.3             |   | Limitation  on Liability            |   |
|             |   |                                |   |
| Section 12. |   | Condemnation  or Destruction        |   |

 

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| 12.1             |   | Condemnation                                         |   |
|------------------|--------|------------------------------------------------------|--------|
| 12.2             |   | Damage or  Destruction                               |   |
| 12.3             |   | Termination                                          |   |
| 12.4             |   | Deletion                                             |   |
| 12.5             |   | Awards and  Proceeds                                 |   |
| 12.6             |   | Definition  of Material                              |   |
|             |   |                                                 |   |
| Section 13. |   | Assignment by  Buyer                                 |   |
|             |   |                                                 |   |
| Section 14. |   | Deletion  Due to Environmental Conditions            |   |
|             |   |                                                 |   |
| Section 15. |   | Brokers and  Brokers’ Commissions               |   |
|             |   |                                                 |   |
| Section 16. |   | Notices                                              |   |
|             |   |                                                 |   |
| Section 17. |   | Disclaimer  of Condition                             |   |
| 17.1             |   | Disclaimer                                           |   |
| 17.2             |   | Effect and  Survival of Disclaimer                   |   |
|             |   |                                                 |   |
| Section 18. |   | Miscellaneous                                        |   |
| 18.1             |   | Governing  Law; Headings; Rules of Construction |   |
| 18.2             |   | No Waiver                                            |   |
| 18.3             |   | Entire  Agreement                                    |   |
| 18.4             |   | Binding  Effect                                      |   |
| 18.5             |   | Amendments                                           |   |
| 18.6             |   | Date For  Performance                                |   |
| 18.7             |   | Recording                                            |   |
| 18.8             |   | Counterparts                                         |   |
| 18.9             |   | Time of the  Essence                                 |   |
| 18.10            |   | Severability                                         |   |
| 18.11            |   | Attorneys’  Fees                                |   |
| 18.12            |   | Like-Kind  Exchange                                  |   |
| 18.13            |   | Publicity                                            |   |
| 18.14            |   | Waiver of  Trial by Jury                             |   |
|             |   |                                                 |   |
| Section 19. |   | Miscellaneous  Agreements                            |   |
| 19.1             |   | ***  Annexation Agreement                            |   |
| 19.2             |   | ***  Expansion Parcel                                |   |
| 19.3             |   | Form 8-K  Filings                               |   |
| 19.4             |   | Pending  Land Sale Property                          |   |
| 19.5             |   | ***  Property                                        |   |
| 19.6             |   | Right of  First Refusals                             |   |
| 19.7             |   | Post  Closing Tenant Finish                          |   |
| 19.8             |   | ***  Condemnation                                    |   |
| 19.9             |   | *** Tornado  Damage                                  |   |
| 19.10            |   | Tenants and  Rights of First Offer                   |   |
| 19.11            |   | Easement  Agreement                                  |   |

 

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| 19.12 |   | Additional  Consideration Owed by Seller to *** Investment Company |   |
|-------|--------|--------------------------------------------------------------------|--------|
| 19.13 |   | Potential  Acquisition of Membership Interests                     |   |
| 19.14 |   | (). ***                                                            |   |

 

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