RI Q1 2012 Exhibit 10.2




Exhibit 10.2
Execution Version
ASSET MANAGEMENT SERVICES AGREEMENT
THIS ASSET MANAGEMENT SERVICES AGREEMENT (this "Agreement") is made as of March 30, 2012 ("Effective Date") by and between KBS Acquisition Sub, LLC, a Delaware limited liability company (the "Company"), and GKK Realty Advisors LLC, a Delaware limited liability company ("Manager").
W I T N E S S E T H:
WHEREAS, pursuant to the Settlement Agreement (defined below), the Company was formed to acquire (indirectly through its Subsidiaries), from time to time, equity interests in entities that own or lease, directly or indirectly, certain real estate assets;
WHEREAS, immediately preceding the transfer of such equity interests to the Company's Subsidiaries pursuant to the Settlement Agreement, such equity interests were owned, directly or indirectly, by affiliates of Manager and the applicable underlying real estate assets have been managed by affiliates of Manager;
WHEREAS, the Company desires to have Manager provide asset management services with respect to all such real estate assets and to undertake the duties and responsibilities hereinafter set forth on behalf of the Company and its Subsidiaries as provided in this Agreement; and
WHEREAS, Manager is willing to render such services on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
		
	1.
	Definitions.


		
	(a)
	"Affiliate" means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question.


		
	(b)
	"Approved Budget" has the meaning assigned in Section 2(b).


		
	(c)
	"Agreement" has the meaning assigned in the first paragraph.


		
	(d)
	"Asset Value Documentation" has the meaning set forth in the definition of Fair Value of Company Assets. 


		
	(e)
	"Base Management Fee" has the meaning assigned in Section 7(a).


		
	(f)
	"Breach" means fraud, misappropriation of funds, or embezzlement against Company by Manager in its corporate capacity (as distinguished from the acts of 







any employees of Manager which are taken without the complicity of any of the Executive Officers) which is not cured within thirty (30) days after notice thereof from Company.
		
	(g)
	"Cause" means any of the following, determined to have occurred by a majority ruling of a panel of three arbitrators (one arbitrator chosen by the Company, one arbitrator chosen by the Manager and the third arbitrator chosen by the other two arbitrators (collectively, the "Arbitrators")) to have caused material damage to the Company: (i) a Material Breach; (ii) a Material Control Failure; or (iii) a Service Failure.  The parties agree to use commercially reasonable efforts to appoint the Arbitrators within seven (7) days of the receipt by Manager of written notice from Company that it intends to seek the determination discussed herein and to have any determination of "Cause" by the Arbitrators completed within thirty (30) days of submission by Company or Manager.


		
	(h)
	"Change of Control" means a change or series of changes in the ownership of stock or other ownership interests which would result in direct or indirect change in ownership of more than fifty percent (50%) of the outstanding stock of or other ownership interests in Manager or Gramercy Capital Corp as of the date of the execution and delivery of this Agreement.


		
	(i)
	"Company Account" has the meaning assigned in Section 4.


		
	(j)
	"Company Default" means a failure by Company to pay the Base Management Fee (other than any amounts deferred pursuant to Section 7(a) hereof), the Termination Fee, any Base Management Fee amounts accrued pursuant to Section 7(a) hereof on or prior to June 30, 2013 or the Threshold Value Profits Participation payment due to Manager under this Agreement, which failure to pay continues for five (5) business days following written notice of such default; provided, however, that such failure is not caused by any action or inaction of Manager, or any of Manager's officers, directors, managing directors, members, managers, principals, partners, shareholders, affiliates or subsidiaries.


		
	(k)
	"Company Portfolio Equity Value" means the net sales value of all Properties sold from and after September 1, 2011 through and including the Threshold Measurement Date (which shall be deemed to be equal to the then outstanding mortgage debt encumbering a Property if such Property is foreclosed upon by its third party institutional lender or transferred via a deed in lieu of foreclosure to such lender or designee and Company and Manager agree to value the following properties as follows in the event of a foreclosure of such properties: (i) One Citizens Plaza – $38,000,000, (ii) Jenkins Court –$10,300,000, and (iii) 801 Market – $40,300,000), plus the Fair Value of Company Assets remaining as of the Threshold Measurement Date, less the aggregate mortgage debt encumbering such assets on September 1, 2011 (reduced by any amount of principal amortized on or prior to the Threshold Measurement Date).  In determining Fair Value of Company Assets, there will be a deduction for the reasonably estimated and customary costs and expenses to sell such Company Assets (for avoidance of 



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doubt, there shall be no deduction in net sales value or Fair Value of Company Assets for any disposition fees payable to KBS REIT or any Affiliate thereof).
		
	(l)
	"Company's Insurance" has the meaning assigned in Section 6.


		
	(m)
	"Consistent with Past Practices" or words of similar import means those asset management services and practices provided to the Properties by Manager and those affiliates of Manager over the six (6) month period prior to the Effective Date.


		
	(n)
	"Effective Date" has the meaning assigned in the first paragraph.


		
	(o)
	"Executive Officers" means the President, Chief Executive Officer, General Counsel and Chief Financial Officer of Manager.


		
	(p)
	"Expenses" has the meaning assigned in Section 8.


		
	(q)
	"Fair Value of Company Assets" means the gross fair market value of the Properties and all other net assets (net of all liabilities associated with such net assets other than the aggregate mortgage debt encumbering the Properties; provided that such liabilities shall not include any repurchase obligations, mezzanine financing or other general debt obligations of the Company or its affiliates but shall expressly include future repurchase obligations, mezzanine financing and other general debt obligations of the Company and its subsidiaries solely to the extent amounts funded under any of such future repurchase obligations, mezzanine financing and other general debt obligations are disbursed to the Company or its subsidiaries) of the Company as set forth in the work papers and other supporting documentation (collectively, "Asset Value Documentation") used by KBS REIT and its accountants in determining its net asset value as reported by KBS REIT in its then most recent applicable filing with the Securities and Exchange Commission, and as certified by the Chief Financial Officer of KBS REIT as being the values contained in such work papers and other supporting documentation.


		
	(r)
	"Governing Instruments" means, with respect to any Person, the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and partnership agreement in the case of a general or limited partnership or the articles of formation and operating agreement in the case of a limited liability company.


		
	(s)
	"KBS REIT" means KBS Real Estate Investment Trust, Inc. 


		
	(t)
	"Material Breach" means fraud, misappropriation of funds, or embezzlement against Company or other willful and material violation of this Agreement by Manager in its corporate capacity (as distinguished from the acts of any employees of Manager which are taken without the complicity of any of the Executive Officers) which is not cured within thirty (30) days after notice thereof from Company and which would have a material adverse effect on the Company.  



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Manager and Company each agree to promptly notify the other of any Material Breach that Manager or Company is aware of or becomes aware of during the Term.
		
	(u)
	"Material Control Failure" means any "material control weakness" identified by the Manager's independent external auditors or by the Company's internal auditors; provided, however, a Material Control Failure shall not occur if Manager has cured such breach within a period of fifteen (15) days after notice of such fact or in the case of a breach that cannot be cured, has diligently modified its internal controls in order to prevent re-occurrence.  Manager and Company each agree to promptly notify the other of any Material Control Failure that Manager or Company is aware of or becomes aware of during the Term.


		
	(v)
	"Measurement Date Extension Conditions" means: (i) delivery of notice of election to extend provided no later than April 30, 2014; and (ii) payment to Manager of a Seven Hundred and Fifty Thousand Dollar ($750,000) extension fee paid no later than June 30, 2014.


		
	(w)
	"Offset Amounts" means any damages incurred by Company as a result of Cause, as determined by the Arbitrators.


		
	(x)
	"Person" means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.


		
	(y)
	"Properties" means the fee or leasehold interest in the real estate assets described on Annex A attached hereto and made a part hereof.


		
	(z)
	"Sale" (or "Sells" as applicable) means any sale, transfer, conveyance or other assignment including, any long term (being more than 15 years) ground lease of all or substantially all of a Property.


		
	(aa)
	"Service Failure" means the failure of Manager to provide a substantively equivalent level of asset management and accounting services and performance under this Agreement which is Consistent with Past Practices; provided, however, a Service Failure shall not be deemed to have occurred if Manager has substantially cured such failure within a period of ten (10) days after written notice outlining the specific details of such failure.  Manager agrees to promptly notify Company of any Service Failure that Manager is aware of or becomes aware of during the Term.


		
	(bb)
	"Settlement Agreement" means, collectively, that certain (a) Collateral Transfer and Settlement Agreement, dated as of September 1, 2011, by and among GKK Stars Acquisition LLC ("GKK Stars"), KBS Acquisition Sub, LLC, KBS GKK Participation Holdings I, LLC, KBS GKK Participation Holdings II, LLC, KBS Debt Holdings Mezz Holder, LLC and KBS Acquisition Holdings, LLC, and (b) Acknowledgment and Consent Agreement, dated as of September 1, 2011, by and 



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among Goldman Sachs Mortgage Company, Citicorp North America, Inc., GKK Stars, KBS Acquisition Sub, LLC, KBS GKK Participation Holdings I, LLC, KBS GKK Participation Holdings II, LLC, KBS Debt Holdings Mezz Holder, LLC and KBS Acquisition Holdings, LLC.  
		
	(cc)
	"Subsidiary" means any direct or indirect subsidiary of the Company, any partnership, the general partner of which is the Company or any direct or indirect subsidiary of the Company and any limited liability company, the managing member of which is the Company or any direct or indirect subsidiary of the Company.


		
	(dd)
	"Termination Fee" means (a) with respect to any termination of this Agreement by the Company which would be effective prior to March 31, 2014, $5,000,000, minus any Offset Amounts, (b) with respect to any termination of this Agreement by the Company which would be effective on or after March 31, 2014, and prior to March 31, 2015, $3,000,000, minus any Offset Amounts and (c) with respect to any termination of this Agreement by the Company which would be effective on or after March 31, 2015, $2,000,000, minus any Offset Amounts.


		
	(ee)
	"Threshold Measurement Date" means the earlier to occur of: (a) June 30, 2014 (or March 31, 2015 upon satisfaction of the Measurement Date Extension Conditions), and (b) the date on which Company, directly or indirectly, sells, conveys or otherwise transfers (together with all prior transfers) at least ninety percent (90%) of the Properties (by value), including, but not limited to a Sale, merger, reorganization, issuance of equity securities or other recapitalization of the Company or its Subsidiaries, affiliates or parent companies (whether or not the Company, its Subsidiaries, affiliates or parent companies is the surviving entity in such transaction).


		
	(ff)
	"Variance" has the meaning assigned in Section 2(i)(iii).


		
	2.
	Appointment and Duties of Manager.


		
	(a)
	Appointment.  For the duration of this Agreement, the Company hereby appoints Manager as its exclusive asset manager to manage the Properties subject to the further terms and conditions set forth in this Agreement. Subject to the terms and conditions of this Agreement, Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided funds are made available by the Company for such purposes, as set forth in Section 8 hereof.


		
	(b)
	Duties.  Manager will perform (or cause to be performed) the following services and activities for the Company, all of which activities shall be performed Consistent with Past Practices:


		
	(i)
	administering or overseeing the Company's day-to-day operations and performing and supervising the performance of other administrative functions necessary to the Company's management, including the 



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collection of revenues and the payment of the Company's debts and obligations (subject to funds being made available to Manager to pay such debts and obligations), and in the event of an emergency, Manager shall use commercially reasonable efforts to notify Company of such emergency as soon as reasonably possible;
		
	(ii)
	serving as the Company's consultant with respect to the periodic review of the Properties;


		
	(iii)
	investigating, analyzing and selecting possible opportunities for the sale of any one or more of the Properties;


		
	(iv)
	retaining and supervising third parties or affiliates to provide property management services with respect to those Properties that are not otherwise managed by a tenant pursuant to the terms of such tenant's lease;


		
	(v)
	engaging and supervising, on the Company's behalf and at the Company's expense, independent contractors which provide real estate-related services, property management services, legal services, accounting services, due diligence services and such other services as may be required relating to the Properties;


		
	(vi)
	to the extent expressly authorized by the Company in writing, negotiating, and closing on the Company's behalf the sale, exchange or other disposition of any of the Properties (it being understood that third party fees and expenses may be incurred at the Company's expense in connection with any such disposition efforts);


		
	(vii)
	arranging, negotiating, coordinating and managing operations of any joint venture or co-investment interests held by the Company with respect to the Properties and conducting all matters with any joint venture or co-investment partners;


		
	(viii)
	monitoring the operating performance of the Properties;


		
	(ix)
	providing or overseeing the following accounting related services:


		
	(1)
	administration and maintenance of general ledger in JDEdwards using a chart of accounts approved by the Company, provided that the Manager shall commence the conversion to the MRI accounting system promptly after the Effective Date, which conversion shall be completed as expeditiously as reasonably possible thereafter with a target date of December 31, 2012.  Manager agrees to make available to Company sufficient and appropriate personnel (information technology personnel working on the conversion during 2012) and resources to complete the conversion to the MRI accounting system as provided herein.  Upon request of the Company provided no later than September 1, 



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2012, the Manager shall retain, at Manager's sole cost and expense, up to two (2) additional full-time employees (or independent contracts working forty (40) hours per week) to assist in completing the aforementioned conversion as provided herein.  Company agrees to train Manager's employees in the MRI accounting system at the Company's sole cost and expense.  The Company's books are to be separate from GKK Star's, Manager's and/or any other Subsidiary's books and new JDEdwards entries (or MRI entries depending on the timing) with balances beginning at zero are to be set up for the Company's books on the date the equity interest in such Properties are acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement.   All leasing data relating to the Properties shall be transferred or copied over to new entities, but receivable balances shall reflect accounts receivable owed to the Company as of the date the equity interest in such Properties were acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement.  Straightlining of rent shall begin as of the date the equity interest in such Properties were acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement as opposed to the start date of the lease (unless the lease start date is after the date the equity interest in such Properties are acquired by the Company or its Subsidiaries pursuant to the terms of the Settlement Agreement).  Manager will be responsible for the recordation of FAS141 based on numbers provided by the Company in both the general ledger and FAS depreciation system;
		
	(2)
	administration and maintenance of general ledger on both a cash and US GAAP basis.  US GAAP shall include, among other things, straightlining of rent, FAS 141 setup and maintenance, and proper treatment of lease incentives; provided, however, until the conversion to a MRI accounting system, Manager and the Company agree that Manager shall provide to the Company a monthly estimate of the cash ledger requirement;


		
	(3)
	monthly cash cutoff, other than at the end of the calendar year, shall be on the 20th of each month.  Accruals are to be through the end of each month;


		
	(4)
	administration and maintenance of a general ledger trial balance, balance sheet, income statement and certain other reports the Manager customarily prepares in the normal course of business and periodic distribution of such reports to the Company;


		
	(5)
	preparation of period-end reconciliations and associated period-end journal entries for all significant balance sheet accounts;



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	(6)
	accounting oversight including review of monthly trial balances and supporting documentation;


		
	(7)
	ensure that all expense invoices are submitted for "proper approval" before processing them for payment;


		
	(8)
	administration of accounts payable (including check generation and wire transfers);


		
	(9)
	administration of timely payment and recordation of any required principal and interest payments under any underlying debt of the Properties;  


		
	(10)
	administration of recurring cash transfers between bank accounts;


		
	(11)
	determine monthly accruals for any costs incurred and unpaid, regardless of whether actual invoice has been received, including fixed expenses, and non-recurring expenses such as repair and maintenance and capital expenditures.  Accruals will be reviewed with the budget and changes will be recommended as necessary and reflected in accruals.  Notwithstanding the foregoing, Manager does not currently perform monthly accruals for capital expenditures and subject to the approval of Company, instead, Manager will implement a quarterly accrual process for construction in process, beginning with the fourth quarter of 2011.  All other accruals will be prepared monthly;


		
	(12)
	administration of accounts receivable and collections including daily posting of cash receipts;


		
	(13)
	maintenance of lease database including preparation of lease abstracts for new and modified lease agreements and preparation of related schedules such as lease inventory reports and rent rolls;


		
	(14)
	recording and maintenance of depreciation and amortization on all the following basis- GAAP, tax, and E&P.  Depreciation is to be available as requested in a excel downloaded format;


		
	(15)
	monitor the Company's compliance with internal policy guidelines as provided by the Company, including those applicable under Sarbanes-Oxley and including loan covenants with respect to applicable financing arrangements;


		
	(16)
	act as liaison between the Company and its independent accountants to provide backup and answer questions with respect to information presented on the general ledger, trial balance, balance sheet, income statement and certain other reports the 



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Manager customarily prepares in the normal course of business; and
		
	(17)
	maintenance of all accounting records supporting the financial statements (consistent with the Company's record retention program) in reasonable fashion and separate and discrete from the Manager's accounting records.


		
	(x)
	advising the Company with respect to qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;


		
	(xi)
	assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities;


		
	(xii)
	assisting with the preparation of work papers for required tax filings and reports;


		
	(xiii)
	communicating on the Company's behalf, with any first mortgage lenders having loans on any of the Properties and with any landlords with respect to any leased Properties and providing written reports to such lenders in connection therewith to the extent required by the loan documents applicable to such loans; 


		
	(xiv)
	using commercially reasonable efforts to oversee the property managers and to not consent or authorize the property managers to incur expenses by or on behalf of the Company other than in accordance with the Approved Budget (subject to any variance permitted in accordance with the applicable property management agreements); 


		
	(xv)
	provide additional services reasonably requested by Company which are consistent with the services currently being provided by Manager as of the Effective Date (for purposes of clarification, if any requested services will require Manager to hire new employees, then such services shall fall under romanette (xvi) below); and


		
	(xvi)
	providing additional services to, or for the benefit of, the Company as may be mutually agreed upon by the Company and Manager (which additional services may require the payment of additional fees to Manager as may be agreed upon by Company and Manager).


		
	(c)
	404 Services.  As of the Effective Date of this Agreement, the Manager shall:


		
	(i)
	provide Company with reasonable access to internal documents, reports, risk assessments, process narratives and other information pertaining to and/or used by Manager in connection with ensuring compliance with Section 404 of the Sarbanes-Oxley Act; 



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	(ii)
	allow Company's internal audit to perform property audits, walkthroughs, process documentation, control testing and any other procedure needed to comply with Section 404 of the Sarbanes-Oxley Act on an annual basis;


		
	(iii)
	make changes as reasonably requested by the Company to its accounting reporting requirements; and


		
	(iv)
	make available to the Company, its internal audit team and its accountants all necessary books, records and other information needed in order to permit Company to complete ongoing audits.


		
	(d)
	Property Management Subcontracts.  Consistent with Past Practices and subject to the prior written approval of Company, such approval not to be unreasonably withheld, delayed or conditioned, Manager may enter into agreements with other parties (on the Company's standard form), including its affiliates, at market rates and costs for the purpose of engaging one or more property managers for and on behalf, and at the sole cost and expense, of the Company to provide property management and/or similar services to the Company with respect to the Properties.  Notwithstanding the foregoing, all new property management contracts shall be terminable upon thirty (30) days notice without penalty.


		
	(e)
	Other Service Providers.  Manager may retain for, and on behalf of, the Company, and at the sole cost and expense of the Company, at market rates and costs, such services of accountants, legal counsel, appraisers, insurers and brokers, among others, including Manager's affiliates, as Manager deems necessary or advisable in connection with the management and operations of the Company and the provision of its duties under this Agreement; provided, that any such agreement entered into with an affiliate of Manager to perform any such services shall be engaged on terms no more favorable to such affiliate than would be obtained from a third party on an arm's-length basis and if the costs and expenses of such third party contracts exceed $10,000 in any calendar year they will be subject to the Company's approval. Notwithstanding the foregoing, all new third party contracts shall be terminable upon thirty (30) days' notice without penalty.


		
	(f)
	Claims.  Should any claims, demands, suits or other legal proceedings in respect to any of the Properties be made or instituted against Company or any Subsidiary, Manager shall reasonably assist the Company in the defense or other disposition thereof.


		
	(g)
	Employees.  All matters pertaining to the employment, supervision, compensation and promotion of Manager's employees are the sole responsibility of Manager.


		
	(h)
	Reporting Requirements.  


		
	(i)
	Manager shall prepare, or cause to be prepared, with respect to the Properties: (a) reports and information on the Properties' operations and performance as described on Annex B attached hereto in form and substance and to the extent Consistent with Past Practice; and (b) such 



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other reports as may be reasonably requested by Company.  Monthly and quarterly books shall be finalized and available for review by Company as soon as reasonably practicable and in any event shall be available for review by Company within seven (7) business days following the 20th of each month other than December and within seven (7) business days following December 31st;
		
	(ii)
	On a monthly basis, up until the conversion to the MRI accounting system, Manager shall datafeed or upload the general ledger information from JDEdwards into a format acceptable and uploadable by the MRI accounting system once the books are finalized in accordance with the timelines to be set forth in this Agreement.   In addition, Manager shall make any additional datafeeds or uploads, as needed, to incorporate any changes made to the books following the Company's review and approval of such information; and


		
	(iii)
	Manager shall prepare, or cause to be prepared, all materials and data necessary to complete an annual audit of the Company's books of account by a nationally recognized independent accounting firm of good reputation, initially Ernst & Young.


		
	(iv)
	Additionally and notwithstanding anything in this Agreement to the contrary, Manager acknowledges and agrees that it will prepare the financial accounting reports required by all mortgage loans which affect the Properties, including, without limitation, those set forth in the loan agreement referenced in that certain First Amendment to Substitute Loan A dated September 1, 2011, executed by, among other parties, Gramercy Investment Trust and the borrowers referred to therein (and specifically including those financial reporting requirements set forth under Section 3.13(c) of the loan agreement referred to in the First Amendment).


		
	(i)
	Budgets and Business Plans:  


		
	(1)
	The operating and capital budget (the "Budget") for the operation, repair and maintenance of each of the Properties for 2012 (the "2012 Budget") has been submitted to, and has been approved by, Company.  On or before the date specified each year by the Company (but no earlier than July 31st, nor later than October 31st), Manager shall prepare and submit to Company a preliminary Budget for the next calendar year followed by a final Budget for the next calendar year, incorporating any changes requested by Company.  Such Budgets shall be uploadable by the MRI accounting system and shall:


		
	(A)
	Be prepared on a GAAP/NOI and/or accrual basis, as directed by Company; provided, however, until the conversion to a MRI accounting system, Manager and the 



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Company agree that Manager shall provide to the Company a monthly estimate of the cash requirements for the 2012 Budget; 
		
	(B)
	Show a month by month projection of income, expenses, capital expenditures and reserves.  After written approval of each such Budget by Company (each such approved Budget being an "Approved Budget"), Manager shall oversee the implementation by the property managers of the Approved Budget; and


		
	(C)
	Manager shall (on a monthly basis for the prior month) notify Company of any changes of more than five percent (5%) to material line items in the Approved Budget (the "Variance").


		
	(2)
	Manager shall provide Company each year with a draft of a business plan Consistent with Past Practices for each of the Properties, on or before the date specified by Company (but no earlier than July 31st nor later than October 31st).  For significant Properties in major metropolitan areas, Manager shall provide Company such other information reasonably requested by Company including: (i) a list of all properties competitive with the Properties, a list of the tenants of each and all other reasonably available information for such competitive properties, and (ii) basic demographic data relating to the market area of the Properties, including population growth, major employers, employment and unemployment levels and, if a property is a retail property, retail sales and housing starts in such area.  


		
	(3)
	From time to time, upon Company's request, such other information with regard to Properties as may reasonably be requested including the following:


		
	(A)
	Supporting leases and lease abstracts as requested;


		
	(B)
	Cash flow projection broken out by NOI, capital expenditures, debt service payments, principal draws and paydowns, and projected net sales proceeds updated as requested over the assets' expected hold period to the extent Company advises Manager of such hold period (or if not provided, the hold period shall be deemed to be equal to 5 years), but at a minimum on a quarterly basis and provided in a format approved by Company; and


		
	(C)
	Property Performance Report ("PPR"):  Manager shall provide to Company a monthly PPR for each of the 



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Properties, in the form attached hereto as Annex C.  Manager shall use good faith efforts to provide such PPRs to Company by the third week of each calendar month, but in any event, shall provide such monthly PPRs to Company by the last day of the month following the month with respect to which the PPR is applicable. 
		
	(j)
	Use of Manager's Funds.  Manager shall not be required to expend money in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by Manager hereunder.


		
	(k)
	Reliance by Manager.  Manager, in performing its duties under this Section 2, shall be entitled to rely on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by Manager at the Company's sole cost and expense.


		
	(l)
	Payment and Reimbursement of Expenses.  The Company shall pay all expenses, and reimburse Manager for Manager's expenses incurred on its behalf, in connection with any such services to the extent such expenses are reimbursable by the Company to Manager pursuant to Section 8 hereof.


		
	(m)
	View Only Access.  Until the conversion to the MRI accounting system is completed, Manager agrees to provide the Company with view only access to Manager's GLI accounting information and to Manager's FAS depreciation software; provided that Manager and Company shall cooperate in good faith to obtain any necessary licensing for Company to use the Manager's FAS depreciation software.


		
	3.
	Dedication; Other Activities.


		
	(a)
	Devotion of Time.  Manager will provide a management team ("Team") to deliver the management services to the Company hereunder.  Manager covenants to the Company that the Team shall devote sufficient time to the management of the Company to satisfy its responsibilities under this Agreement and to properly perform its duties and obligations under this Agreement.  The Company shall have the benefit of Manager's reasonable judgment and effort in rendering services and, in furtherance of the foregoing, Manager shall not undertake activities which, in its reasonable judgment, will adversely affect the performance of its obligations under this Agreement.


		
	(b)
	Other Activities.  Except to the extent set forth in clause (a) above, nothing herein shall prevent Manager or any of its affiliates or any of the officers and employees of any of the foregoing from engaging in other businesses, or from rendering services of any kind to any other Person.


		
	4.
	Bank Accounts.  At the direction of the Company, Manager may establish and maintain on behalf of the Company one or more bank accounts in the name of the Company or any other Subsidiary (any such account, a "Company Account"), collect and deposit funds 



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into any such Company Account and disburse funds from any such Company Account, Consistent with Past Practices and in accordance with the terms of this Agreement.  Notwithstanding the foregoing, Manager shall designate control of any such Company Account to the Company and the Company shall give to Manager joint signature authority with respect to checks for such bank accounts.  Manager shall from time to time render appropriate accountings of such collections and payments to the Company and, upon request, to the auditors of Company as set forth in Section 2 of this Agreement.  The bank at which such accounts will be maintained shall be subject to the approval of Company.  
		
	5.
	Records; Confidentiality.


		
	(a)
	Records.  Manager shall maintain appropriate books of account and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company at any time during normal business hours.


		
	(b)
	Confidentiality.  Manager shall keep confidential any nonpublic information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement), except: (i) with the prior written consent of the Company; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, consultants, financing sources and others in the ordinary course of the Company's business; (iv) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors; or (vi) as required by law or legal process to which Manager or any Person to whom disclosure is permitted hereunder is a party.  The foregoing shall not apply to information which has previously become available through the actions of a Person other than Manager not resulting from Manager's violation of this Section 5(b).  The foregoing is not intended to prevent Manager or its Affiliates from, and Manager is permitted to, bid on Properties offered for sale by the Company even if such bid utilizes confidential information; provided, however, prior to bidding or participating in any foreclosure sale of any of the Properties, (i) Manager or any Affiliate of Manager shall first notify Company and KBS REIT in writing of Manager's or any of its Affiliate's interest in bidding on any such foreclosure sales of any Properties, (ii) Manager shall represent and warrant to Company and KBS REIT in writing that Manager is unaware of any material information (whether written or oral) relating to the Properties offered for sale that is not available to the Company, and (iii) Manager shall recuse itself from the sales process for such Properties, and Manager shall not be privy to any other bids for such Properties.


		
	6.
	Obligations of Manager; Restrictions.


		
	(a)
	Restrictions.  Manager shall refrain from any action that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or the Properties.  



14




Furthermore, Manager shall use its good faith, commercially reasonable efforts to not authorize the property managers to take actions that would cause the Company to incur costs in excess of that set forth in the Approved Budget (plus any variance afforded the property managers pursuant to the property management agreements) without first advising the Company of such costs and obtaining their approval.  If Manager is ordered to take any such action by the Company, Manager shall promptly notify the Company of Manager's judgment that such action would violate any such law, rule or regulation or would be for a cost in excess of that set forth in the Approved Budget.  Notwithstanding the foregoing, the Manager, shall not be liable to the Company or any Subsidiary, or any of the Company's stockholders, members or partners for any act or omission by Manager, its managers, directors, officers, employees or agents taken in good faith or except as provided in Section 10 hereof.
		
	(b)
	Manager's Insurance.  Manager shall maintain the following insurance in Manager's name applicable to Manager's activities under this Agreement (collectively, "Manager's Insurance"):  (i) "errors and omissions" coverage with an aggregate policy limit of $10,000,000, (ii) commercial crime coverage with an aggregate policy limit of not less than $1,000,000, (iii) broad form commercial general liability coverage in an amount not less than $20,000,000 combined single limit, (iv) automobile liability coverage for both owned and non-owned vehicles, in an amount not less than $5,000,000 combined single limit and (v) workers compensation insurance as required by law covering all Manager's employees (and, when required by law, compulsory non-occupational disability insurance).


		
	(c)
	Manager's Insurance Requirements.  Manager's Insurance shall be underwritten by reputable, financially sound companies.  Manager shall furnish Company with certificates evidencing Manager's Insurance within ten (10) business days following the Effective Date and thereafter upon renewing or replacing such insurance.  Manager's Insurance policies shall provide that they may not be cancelled or modified unless thirty (30) days' prior written notice of such cancellation or modification has been provided to Company.  Company shall be named as a loss payee on Manager's commercial crime insurance policy.


		
	(d)
	Company's Insurance.  Company and Manager acknowledge and agree that Company, at its expense, has obtained property and liability insurance with respect to the Properties and shall maintain and keep in force such property and liability insurance to the extent reasonably and commercially feasible ("Company's Insurance").  Company shall deliver to Manager certificates of insurance evidencing Company's Insurance within ten (10) business days following the Effective Date, which certificates shall state that Company's Insurance shall be primary and non-contributory as to claims made against Company and Manager and which are not covered by Manager's indemnity pursuant to Section 10 below.  Manager shall be named as an additional insured on Company's liability insurance and evidence thereof shall be furnished to Manager. Manager shall furnish any information that is reasonably requested or required by Company for the purpose of establishing the placement of insurance 



15




coverage and shall aid and cooperate in every reasonable way with respect to such insurance and any loss thereunder.  Manager shall promptly notify Company and the insurance carrier if Manager receives notice of any loss, damage or injury with respect to any of the Properties.  Company shall cause Manager to be covered as an additional insured under Company's Commercial General Liability Insurance covering the Properties.  To the extent that Company is entitled to any Offset Amounts with respect to the Termination Fee, Manager shall be entitled to receive any subsequent recoveries from any insurance policies relating to such Offset Amounts.  Company shall use commercially reasonable efforts to pursue any insurance claims relating to Offset Amounts.
		
	7.
	Compensation


		
	(a)
	Management Fee.  For the entire term of this Agreement, Company hereby agrees to pay to Manager a management fee equal to $12,000,000 per year in equal monthly installments of $1,000,000, plus reimbursement of all property related expenses paid by Manager on behalf of Company (together, the "Base Management Fee"), payable monthly in arrears, plus the amount, if any, of the Threshold Value Profits Participation, as described below.  Notwithstanding the foregoing, the Company shall have the right to defer the payment of a portion of the Base Management Fee equal to $166,667 per month commencing with the month during which the Effective Date occurs and continuing until the earlier of (i) the date upon which the aggregate amount of the accrued Base Management Fee equals the Maximum Accrual Amount (as hereinafter defined) or (ii) June 30, 2013.  The aggregate amount of any deferred Base Management Fees pursuant to the previous sentence shall at no time exceed $2,500,000 (the "Maximum Accrual Amount").  The aggregate amount of the Base Management Fee so deferred shall be due and payable on June 30, 2013.


		
	(b)
	Threshold Value Profits Participation.  


		
	(i)
	Calculation.  Company shall also pay to Manager a contractual (with no equity interest in Company whatsoever) profits participation ("Threshold Value Profits Participation") in an amount equal to the greater of: (a) $3,500,000; and (b) ten percent (10%) of the amount, if any, by which Company Portfolio Equity Value exceeds the sum of (i) Three Hundred Seventy-Five Million Dollars ($375,000,000), plus (ii) all new cash contributions invested into Company by KBS REIT or any of, its Affiliates and/or joint venture partner(s), (in all events, excluding cash in the amount of $154,900,000, which was on hand in the Company on September 1, 2011) less (iii) all cash distributions (excluding reimbursement of expenses paid by KBS REIT or any of its Affiliates or joint venture partners on behalf of the portfolio) out of the Company to KBS REIT or any of its Affiliates and/or joint venture partner(s) (such greater amount of (a) and (b) being referred to herein as the "Target Threshold Value").  Notwithstanding anything in this Agreement to the contrary, the Threshold Value Profits Participation shall not exceed 



16




$12,000,000.  For the avoidance of doubt, an example of the calculation of the Threshold Value Profits Participation is attached hereto as Annex D.
		
	(ii)
	Segregated Company Funds.  Upon the earlier to occur of: (a) April 1, 2014 (deferred to January 1, 2015 upon satisfaction of the Measurement Date Extension Conditions); and (b) the date on which Company, directly or indirectly, Sells, sixty percent (60%) of the Properties, by value, (including as a result of any merger, reorganization, issuance of equity securities or other recapitalization of the Company or its Subsidiaries, affiliates or parent companies (whether or not the Company, its Subsidiaries, Affiliates or parent companies is the surviving entity in any such transaction), Company shall immediately cause to be on deposit in a designated reserve held by the Company, in unrestricted cash, an amount at least equal to $3,500,000.


		
	(iii)
	Reporting; Inspections.  Manager will require, and Company shall provide: (i) an unaudited annual balance sheet and quarterly unaudited balance sheets of Company, each certified by the Chief Financial Officer of the Company; (ii) Asset Value Documentation (to be delivered no later than five (5) days following the public disclosure by KBS REIT of its net asset value); (iii) if this Agreement has been terminated prior to such date, any other reports and information reasonably requested by Manager and reasonably available to Company to verify or determine the amounts included in the calculation of the Threshold Value Profits Participation; (iv) notice of all new cash contributions into and cash distributions out of the Company; and (v) notice of all Affiliate transactions along with detail confirming those transaction are on third party terms.  If Manager does not agree with the values of any net assets in the Company for the calendar year in which the Threshold Measurement Date occurs submitted by Company as set forth above, then Company shall make available to an independent third party selected by Manager and reasonably acceptable to Company (the "Third Party Reviewer") the applicable Company books and records for such Third Party Reviewer to value such net assets.  If such Third Party Reviewer's valuation differs in any manner from the Company's valuation of any net asset(s) and within seven (7) days of the receipt of such Third Party Reviewer’s valuation by the parties the Company and Manager are still not able to agree on the value of the applicable net asset(s), then within seven (7) days of the receipt of such Third Party Reviewer's valuation by the parties, each of the Company and the Manager shall choose an arbitrator, and such arbitrators shall work in good faith to agree upon the value of the applicable net asset(s) within thirty (30) days of their selection.  In the event such arbitrators cannot agree upon a value, they shall choose a third arbitrator who shall work in good faith to determine the value of the applicable net asset(s) within fifteen (15) days of his/her selection and such valuation shall be accepted by Company and Manager and shall be determinative and final.  Representatives of the Manager shall have the right to inspect the books 



17




and records of the Company and its Subsidiaries at any time during normal business hours upon reasonable notice to the Company.
		
	(iv)
	Determination of Threshold Value Profits Participation.  The obligation to pay the Threshold Value Profits Participation to Manager is fully vested in Manager as of the date hereof and shall survive any termination of the Agreement.  The terms and provisions of this Agreement relating to the determination of the Threshold Value Profits Participation shall survive any termination of this Agreement.  The amount, if any, of the Threshold Value Profits Participation payable to Manager shall be determined on the Threshold Measurement Date (whether or not this Agreement has been terminated prior to such date).  


		
	(v)
	Payment.  Payment of the Threshold Value Profits Participation shall be due and payable in cash (except as otherwise set forth in the following sentence), within ten (10) business days following the calculation of Company Portfolio Equity Value which must be completed no later than sixty (60) days following the Threshold Measurement Date.  If the Company sells Properties, or is itself sold, directly or indirectly, for non-cash consideration, Manager shall be paid a pro-rata portion of the Threshold Value Profits Participation in the form of such non-cash consideration.  Notwithstanding the foregoing, if, prior to the Threshold Measurement Date, Company makes distributions in excess of the Target Threshold Value, Manager shall receive, out of any such excess distributions (i.e. distributions in excess of Target Threshold Value), advance payments on the Threshold Value Profits Participation.


		
	(vi)
	Survival.  The obligation to pay the Threshold Value Profits Participation shall survive any direct or indirect Sale by Company, its parent or any Subsidiary, of all or any portion of the direct or indirect equity interests in Company or any of the direct or indirect equity interests in the entities which own the Properties (including, without limitation any merger, reorganization, issuance of equity securities or other recapitalization of the Company or its Subsidiaries, Affiliates or parent companies (whether or not the Company, its Subsidiaries, Affiliates or parent companies is the surviving entity in such transaction)).


		
	(c)
	No Interest in Company or Properties.  Notwithstanding anything in this Agreement to the contrary, both Company and Manager acknowledge and agree that (i) the Threshold Value Profits Participation are simply contractual rights being granted by Company to Manager in this Agreement, and (ii) Manager shall have no equity interest whatsoever in the Properties, the Company or any of the Company's Subsidiaries.


		
	(d)
	No Breach Event.  The Company and Manager each acknowledge that (i) each of the Company and GKK Stars has completely satisfied each and every one of its respective obligations of under the Settlement Agreement to the date of this 



18




Agreement, (ii) no Breach Event has occurred under the Settlement Agreement, and (iii) none of the Company or any affiliate of the Company has any right under the Settlement Agreement to (A) offset any amounts then and thereafter owing to Manager under this Agreement or (B) seek the return from Manager or any affiliate of Manager of any amounts accrued and paid under this Agreement.  Manager acknowledges that GKK Stars still has continuing obligations set forth under Section 5.8 of the Settlement Agreement.  In addition, the Manager represents and warrants to the Company that, to the actual knowledge of Roger Cozzi, Timothy J. O'Connor, Allan B. Rothschild and Jon Clark, the executive officers of Manager, (1) GKK Stars has completely satisfied each and every one of its respective obligations under the Settlement Agreement to the date of this Agreement, and (2) no Breach Event has occurred under the Settlement Agreement.
		
	(e)
	Releases.  Each of the Company and the Manager acknowledge and agree on behalf of themselves and their respective officers, directors, managing directors, members, managers, principals, partners, shareholders, affiliates, subsidiaries, agents, attorneys, employees, heirs, executors, administrators, legal  representatives, successors and assigns that the Release Effective Date (as defined in the Settlement Agreement) has occurred.


		
	8.
	Expenses.  So long as such expenses are incurred by Manager in good faith in furtherance of the services provided by Manager under this Agreement, the Company shall pay all of its expenses and shall reimburse Manager for its documented reasonable expenses incurred on the Company's behalf in accordance with this Agreement (collectively, the "Expenses").  Expenses include all reasonable and customary costs and expenses which are expressly designated elsewhere in this Agreement as the Company's expenses, together with the following:


		
	(a)
	travel and out-of pocket expenses incurred in connection with the sale or disposition of a Property;


		
	(b)
	costs of third-party professional fees including, but not limited to, legal, accounting, tax, auditing and other similar services performed for the Company;


		
	(c)
	compensation and expenses, including salary, bonuses, health and welfare benefits and liability insurance, for employees and independent contractors assigned to one or more Properties;


		
	(d)
	costs associated with establishing and maintaining bank accounts;


		
	(e)
	costs associated with any computer hardware or software used for the Company, including, but not limited to, any software or licenses required for Manager's use of the MRI accounting system;


		
	(f)
	costs and expenses incurred contracting with third parties, including affiliates of Manager;



19




		
	(g)
	all other costs associated with the Company's business and operations, including, but not limited to, costs of owning, protecting, maintaining, developing and disposing of Properties, including appraisal, engineering and environmental studies, reporting, audit and legal fees; 


		
	(h)
	costs and expenses charged by states and municipalities on entities doing business in those locations;


		
	(i)
	costs and expenses incurred in connection with corporate and partnership maintenance and legal compliance including annual filing fees, state fees, service company charges and other items; and


		
	(j)
	all expenses actually incurred by Manager which are reasonably necessary for the performance by Manager of its duties and functions in accordance with the terms of this Agreement.


Manager may retain third parties including accountants, legal counsel, real estate underwriters and brokers, among others, on the Company's behalf, and be reimbursed for such services.  The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.
		
	9.
	Expense Reports and Reimbursements.  Manager shall prepare a statement documenting the Expenses incurred during, and deliver the same to the Company within thirty (30) days following the end of, each month.  Expenses incurred by Manager on behalf of the Company shall be reimbursed by the Company within twenty (20) days following delivery of the expense statement by Manager.  The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement.


		
	10.
	Limits of Manager Responsibility; Indemnification.


		
	(a)
	Pursuant to this Agreement, Manager will not assume any responsibility other than to render the services called for hereunder and will not be responsible for any action of the Company in following or declining to follow its advice or recommendations.  Except in the event of a Material Breach, Manager will not be liable to the Company, any Subsidiary, any of their directors, officers, stockholders, managers, owners or partners for acts or omissions performed or not performed in accordance with and pursuant to this Agreement.  In no event shall any Affiliate of the Manager or any of the Manager's or its Affiliates respective members, stockholders, partners, managers, directors, officers, employees and agents be liable to the Company, any Subsidiary, any of their directors, officers, stockholders, managers, owners or partners for acts or omissions performed or not performed in accordance with, pursuant to or otherwise in connection with this Agreement  The Company agrees to indemnify Manager and its Affiliates and their respective members, stockholders, partners, managers, directors, officers, employees and agents with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts or omissions of 



20




Manager performed in good faith in accordance with and pursuant to this Agreement and not resulting from the gross negligence or willful misconduct of Manager or as a result of the reckless disregard by Manager of its duties hereunder, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction; provided, however, Manager first agrees to (i) make all necessary claims under the Manager's Insurance that Manager is required to carry under this Agreement, (ii) use best efforts to pursue such claims until completion, and (iii) first use all proceeds of such claims, prior to making any claims against the Company under this Section 10.  Manager agrees to indemnify Company and its directors and officers with respect to all expenses, losses, actual damages, liabilities, demands, charges and claims arising from acts of Manager constituting willful misconduct, gross negligence or reckless disregard of its duties under this Agreement by Manager, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.  The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.
		
	(b)
	In the event of a Breach, regardless of whether or not such Breach is a Material Breach, (i) Manager shall reimburse Company (A) any funds or monies which Company loses due to fraud, misappropriation of funds or embezzlement by Manager in its corporate capacity and (B) all out of pocket costs and expenses incurred by the Company relating to such matters and (ii) the Company shall be entitled to pursue all rights and remedies available at law or in equity, except as otherwise set forth herein.


		
	11.
	No Joint Venture/Independent Contractor.  Nothing in this Agreement shall be construed to make the Company and Manager partners or joint venturers or impose any liability as such on either of them.  Manager in performance of its duties however is an independent contractor.


		
	12.
	Term; Termination.


The "Term" of this Agreement is from the Effective Date through December 31, 2015, subject to (a) the right of the Company to terminate this Agreement (with no requirement of Cause) with an effective termination date only on March 31 or September 30 of any calendar year, but at no time prior to April 1, 2013, and only upon 90 days prior written notice delivered by the Company to the Manager, which notice shall be irrevocable, and (b) the right of the Manager to terminate this Agreement (with no requirement of a Company Default) with an effective termination date no earlier than December 31, 2012, and only upon no less than 90 days prior written notice delivered by the Manager to the Company.  Notwithstanding the foregoing, this Agreement (1) may not be terminated by the Company prior to April 1, 2013, or the Manager prior to December 31, 2012; and (2) may be terminated: (i) at any time after April 1, 2013 by Company on five (5) business days' prior written notice for Cause; or (ii) at any time by Manager on five (5) business days' prior written notice in the event of a Company Default.  Upon any termination of the Manager by the Company after April 1, 2013 and prior to December 31, 2015, the Company shall pay the applicable Termination Fee to Manager in immediately payable funds on or prior to the effective date of termination.  No Termination Fee shall be payable by 

21




the Company in connection with a termination of this Agreement by the Manager, other than in connection with a Company Default.
		
	13.
	Action Upon Termination or Expiration of Agreement.  Without limiting the obligation of Company to pay to Manager the Threshold Value Profits Participation and the Termination Fee, and without limiting the obligation of the Company to continue to comply with the reporting requirements contained herein for the benefit of Manager which shall expressly survive any termination of this Agreement, from and after the effective date of a termination of this Agreement, Manager shall not be entitled to the Base Management Fee for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and shall be reimbursed for properly incurred expenses. Upon such termination or expiration, Manager shall reasonably promptly:


		
	(a)
	after deducting any accrued compensation and reimbursement for Expenses to which it is then entitled, pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement;


		
	(b)
	deliver to the Company a full accounting, including a statement showing all payments collected and all money held by it, covering the period following the date of the last accounting furnished to the Company with respect to the Company and through the termination date; and


		
	(c)
	upon notice of termination of this Agreement, Manager shall immediately gather all books, records, accounts and any and all other records, documents or materials relating to the Properties or the Company as may be in the possession or control of Manager, including, without limitation, diskettes containing reports or other materials generated in connection with the performance by Manager of its services hereunder, originals of all insurance policies, bills of sale, leases, licenses, service contracts, permits, plans, equipment, tools, supplies and keys with respect to the Properties; and Manager shall provide to Company a list of employees who perform services relating to the Properties after Manager has determined which of such employees shall be terminated.  Upon the effective date of termination, Manager shall (i) deliver to Company or its designee all of such books, records, accounts and other materials and any and all other records or documents pertaining to the Properties, whether or not enumerated herein, which are necessary or desirable for the ownership and operation of the Properties, (ii) assign to Company any and all rights Manager may have in and to any existing contracts, licenses and permits relating to the operation and maintenance of the Properties, if any, (iii) provide the Company with access to Manager's electronic accounting and leasing data so that such information can be uploaded into the Company's accounting and property management systems, and (iv) furnish such information and take all such actions as Company shall reasonably require, in order to effectuate an orderly and systematic ending of the duties and activities of Manager under this Agreement.



22




		
	(d)
	so long as no Company Default has occurred, make available to Company sufficient and appropriate personnel (information technology personnel working on the conversion during 2012) and resources to complete the conversion to the MRI accounting system as provided in Section 2(b)(ix)(1) hereof as expeditiously as possible and Company shall pay for Manager’s employees’ work in connection with such conversion at a commercially reasonable hourly rate.


		
	14.
	Release of Money or other Property Upon Written Request.  Manager agrees that any money or other property of the Company held by Manager under this Agreement shall be held by Manager as custodian for the Company, and Manager's records shall be clearly and appropriately marked to reflect the ownership of such money or other property by the Company.  Upon the receipt by Manager of a written request signed by a duly authorized officer of the Company requesting Manager to release to the Company any money or other property then held by Manager for the account of the Company under this Agreement, Manager shall release such money or other property to the Company within ten (10) business days following such request.  Manager shall not be liable to the Company, any Subsidiary or any of their respective directors, officers, stockholders, managers, owners or partners for any acts or omissions by the Company in connection with the money or other property released to the Company in accordance with the terms hereof.  The Company shall indemnify Manager and its affiliates and their respective members, stockholders, partners, managers, directors, officers, employees and agents against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever which arise in connection with Manager's release of such money or other property to the Company in accordance with the terms of this Section 14.  Indemnification pursuant to this Section 14 shall be in addition to any right to indemnification under Section 10.


		
	15.
	Notices.  Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of (a) personal delivery, (b) delivery by a reputable overnight courier, (c) delivery by facsimile transmission against answerback, or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:


	
		
	If to the Company:
	c/o KBS Capital Advisors, LLC

	 
	620 Newport Center Drive, Suite 1300

	 
	Newport Beach, CA 92660

	 
	Attn: Brian Ragsdale and David Snyder

	 
	 

	With a copy to:
	Greenberg Traurig, LLP

	 
	3161 Michelson Drive, Suite 1000

	 
	Irvine, CA 92612

	 
	Attn: L. Bruce Fischer

	 
	 

	With a copy to:
	Mayer Brown LLP

	 
	700 Louisiana, Suite 3400







23




	
		
	 
	Houston, Texas 77002

	 
	Attn: Ronald M. Shoss

	 
	 

	If to Manager:
	c/o Gramercy Capital Corp.

	 
	420 Lexington Avenue

	 
	New York, New York 10170

	 
	Attention: Roger M. Cozzi and Allan B. Rothschild

	 
	 

	With a copy to:
	Skadden Arps, Slate, Meagher & Flom LLP

	 
	Four Times Square

	 
	New York, New York

	 
	Attn: Harvey R. Uris






Any party may change the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 15 for the giving of notice.
		
	16.
	Binding Nature of Agreement; Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.


		
	17.
	Entire Agreement; Amendments.  This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement.  The express terms of this Agreement controls and supersedes any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement.  This Agreement may not be modified or amended other than by an agreement in writing signed by the parties hereto.


		
	18.
	Governing Law.  This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. Any legal suit, action or proceeding arising out of or relating to this Agreement may at the instituting party's option be instituted in any Federal Court in the City of New York, County of New York, pursuant to Section 5-1402 of the New York General Obligations Law and each party hereto waives any objections which it may now or hereafter have based on venue and/or forum non conveniens of any such suit, action or proceeding, and each party hereto hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding.


		
	19.
	Indulgences, Not Waivers.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, 



24




power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
		
	20.
	Titles Not to Affect Interpretation.  The titles of sections, paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.


		
	21.
	Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.


		
	22.
	Provisions Separable.  The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


		
	23.
	Principles of Construction.  Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.  All references to recitals, sections, paragraphs and schedules are to the recitals, sections, paragraphs and schedules in or to this Agreement unless otherwise specified.


		
	24.
	Assignment; Change of Control of Manager.  Manager may not assign its duties under this Agreement except as described in this Section 24.  Manager may assign this Agreement, manager's duties hereunder or direct or indirect interests in Manager so long as the assignee or Manager, as the case may be, shall be controlled, directly or indirectly, by Gramercy Capital Corp. For avoidance of doubt the purposes of this Section 24, Gramercy Capital Corp. shall include any successor to Gramercy Capital Corp. whether by merger, consolidation or similar business combination transaction, however characterized.  Furthermore, Manager may assign, freely, to one or more persons or entities its rights to receive the Threshold Value Profits Participation and/or the Termination Fee.  This Agreement may not be assigned by Company without the prior written consent of the Manager.


		
	25.
	No Personal Liability.  None of the members, owners, partners (general or limited), direct or indirect, officers, directors, shareholders, employees, agents, trustees or representatives of Company, any Subsidiary or Manager shall be liable, accountable or subject to any suit for any costs, expenses, or liability arising directly or indirectly, out of Company's or Manager's (as applicable) failure or refusal to satisfy its obligations hereunder or out of the transactions contemplated by this Agreement.





25




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.




[SIGNATURE PAGES TO FOLLOW]





	
	
	KBS ACQUISITION SUB, LLC 
a Delaware limited liability company






By: /s/ David E. Snyder
      David E. Snyder
      Chief Financial Officer















	
	
	GKK REALTY ADVISORS LLC
a Delaware limited liability company




By:  /s/ Timothy J. O'Connor
Name:  Timothy J. O'Connor
Title:  President













Annex A
List of the Properties
	
						
	Property Number
	Property Name
	Address Line
	City
	St
	Zip

	4203
	4203-CHURCH STREET
	101 Church Street
	Selma
	AL
	36701

	3655
	3655 - Douglas
	99 AL Highway 168
	Horton
	AL
	35980

	4202
	4202-ATHENS
	201 W. Green Street
	Athens
	AL
	35611

	4204
	4204-COLLEGE STREET
	110 E. College Street
	Enterprise
	AL
	36330

	4206
	4206-MADISON STREET
	508 Madison Street
	Huntsville
	AL
	35801

	4208
	4208-SAND MOUNTAIN
	116 Sand Mountain Drive
	Albertville
	AL
	35950

	4318
	4318-HILLCREST ROAD
	891 Hillcrest RD
	Mobile
	AL
	36695

	108
	0108 - Park Hill
	3200 John F. Kennedy Blvd.
	N. Little Rock
	AR
	72116

	5201
	5201-Bentonville
	808 S. Walton Rd.
	Bentonville
	AR
	72712

	5203
	5203-Mountain Home Mn-Mn Bldng
	650 South Street
	Mountain Home
	AR
	72653

	107
	0107 - Broadmoor
	1705 E Harding
	Pine Bluff
	AR
	71601

	4209
	4209-CENTRAL AVENUE
	835 Central Ave
	Hot Springs
	AR
	71901

	4210
	4210-CONWAY
	1023 Main Street
	Conway
	AR
	72032

	4211
	4211-DEWITT HENRY DRIVE
	1500 W. DeWitt Hentry Drive
	Beebe
	AR
	72012

	4217
	4217-SOUTH DENVER
	201 S. Denver
	Russellville
	AR
	72801

	5003
	5003 Camelback Uptwn-Mn Bldng
	51 E. Camelback Road
	Phoenix
	AZ
	85012

	5004
	5004 Camelback-Bank Am
	1825 E. Buckeye Road
	Phoenix
	AZ
	85034

	5005
	5005 Catalina-Bank Ame
	1825 E. Buckeye Road
	Phoenix
	AZ
	85034

	5006
	5006 Maricopa-Bank Ami
	1825 E. Buckeye Road
	Phoenix
	AZ
	85034

	5007
	5007 McDowell-Bank Ame
	1825 E. Buckeye Road
	Phoenix
	AZ
	85034

	5008
	5008 Mesa Main - Main Building
	63 W. Main Street
	Mesa
	AZ
	85201

	5009
	5009 South Mountain
	1825 E. Buckeye Road
	Phoenix
	AZ
	85034

	5204
	5204 - RH Johnson-Mn Bldng
	19022 R.H. Blvd
	Sun City
	AZ
	85375

	2309
	2909 - Torrance
	22150 Hawthorne Boulevard
	Torrance
	CA
	90503

	2321
	2921 - Santa Monica
	429 Santa Monica Blvd.
	Santa Monica
	CA
	90401

	4552
	4552 - Cameron Park
	4011 Plaza Goldorado
	Cameron Park
	CA
	95682

	4553
	4553 - El Dorado Hills Branch
	3880 El Dorado Hills Blvd
	El Dorado Hills
	CA
	95762

	4554
	4554 - West Placerville Branch
	3970 J Missouri Flat Road
	Placerville
	CA
	95667

	4555
	4555 - Roseville Branch Branch
	1801 Douglas Boulevard
	Roseville
	CA
	95661

	4556
	4556 - Sonora Branch
	229 South Washington
	Sonora
	CA
	95370

	4557
	4557 - Sutter Creek
	11 Ridge Road
	Sutter Creek
	CA
	95685

	4558
	4558 - Valley Springs
	87 Highway 26
	Valley Springs
	CA
	95252

	4559
	4559 - Lake Community Bank
	805 11th Street
	Lakeport
	CA
	95453

	5010
	5010 Auburn
	900 High Street
	Auburn
	CA
	95603

	5011
	5011 Bixby-Atlantic
	3804 Atlantic Avenue
	Long Beach
	CA
	90801

	5012
	5012 Calwa
	2611 S. Cedar Avenue
	Fresno
	CA
	93725

	5013
	5013 Cedar & Shields
	3435 N. Cedar Avenue
	Fresno
	CA
	93726

	5014
	5014 Coronado Branch
	1199 Orange Avenue
	Coronado
	CA
	92118

	5015
	5015 East Baskerfield
	1201 Baker Street
	Bakersfield
	CA
	93305

	5016
	5016 East Compton Brnch
	518 S. Long Beach Boulevard
	Compton
	CA
	90221

	5017
	5017 El Segundo
	835 N. Sepulveda Boulevard
	El Segundo
	CA
	90245

	5021
	5021 Escondido Main
	220 S. Escondido Blvd.
	Escondido
	CA
	92025

	5022
	5022 Fresno Proof/Vault
	2111 Tuolumme Street
	Fresno
	CA
	93721

	5023
	5023 Gardena Main
	1450 W. Redondo Beach Blvd.
	Gardena
	CA
	90247

	5024
	5024 Glendale Main
	345 N. Brand Blvd.
	Glendale
	CA
	91203

	5025
	5025 Inglewood Main
	330 E. Manchester Blvd.
	Inglewood
	CA
	90301

	5026
	5026 Inland Empire Cash
	1275 S. Dupont Avenue
	Ontario
	CA
	91761

	5027
	5027 Irvine Industrial
	4101 Mac Arthur Blvd.
	Newport Beach
	CA
	92660

	5030
	5030 Lincoln Heights
	2400 N. Broadway
	Los Angeles
	CA
	90031

	5031
	5031 Long Beach Financl
	150 Long Beach Blvd.
	Long Beach
	CA
	90802

	5032
	5032 Lynwood Branch
	3505 E. Imperial Highway
	Lynwood
	CA
	90262

	5034
	5034 North Hollywood
	5025 Lankershim Blvd.
	North Hollywood
	CA
	91601

	5035
	5035 North Sacramento
	1830 Del Paso Blvd.
	Sacramento
	CA
	95815

	5036
	5036 Oak Park Branch
	3810 Broadway
	Sacramento
	CA
	95817

	5037
	5037 Palmdale Branch
	839 E. Palmdale Blvd.
	Palmdale
	CA
	93550

	5038
	5038 Pico-Vermont Brnch
	1232 S. Vermont Blvd.
	Los Angeles
	CA
	90006

	5039
	5039 Pomona Main
	444 S. Garey Avenue
	Pomona
	CA
	91766

	5040
	5040 Red Bluff Branch
	955 Main Street
	Red Bluff
	CA
	96080

	5041
	5041 Redding Main Branch
	1661 East Street
	Redding
	CA
	96001

	5042
	5042 Riverside Main
	3650 14th Street
	Riverside
	CA
	92501

	5043
	5043 Salinas Main Brnch
	405 Main Street
	Salinas
	CA
	93901

	5044
	5044 San Bernadino Main
	303 N. D Street
	San Bernadino
	CA
	92401

	5045
	5045 Santa Barbara
	834 State Street
	Santa Barbara
	CA
	93101

	5046
	5046 Santa Maria Branch
	300 Town Center East
	Santa Maria
	CA
	93454

	5047
	5047 Sepulveda-Devonshr
	10300-10306 Sepul Veda Blvd.
	Mission Hills
	CA
	91345

	5048
	5048 - Stockdale-Main Building
	5021 California Avenue
	Bakersfield
	CA
	93309

	5049
	5049 Stockton Main Offc
	110 E. Weber Street
	Stockton
	CA
	95202

	5050
	5050 Sunnyvale Main
	444 S. Mathilda Avenue
	Sunnyvale
	CA
	94086

	5051
	5051 Torrance Sartori
	1255 Sartori Avenue
	Torrance
	CA
	90501

	5053
	5053 Ventura Main Offic
	1130 S. Victoria
	Ventura
	CA
	93003

	5054
	5054 Whittier Office
	7255 S. Greenleaf Avenue
	Whittier
	CA
	90602

	5055
	5055 Willow-Daisy Brnch
	600 W. Willow Street
	Long Beach
	CA
	90806

	5056
	5056 Yuba City Branch
	1100 Butte House Road
	Yuba City
	CA
	95991











	
						
	5205
	5205 - Arnold
	1082 Highway 4
	Arnold
	CA
	95223

	5206
	5206 - Bay-Fair
	1200 Fairmont Drive
	San Leandro
	CA
	94578

	5208
	5208 - Burlingame-Mn Bldng
	400 El Camino Real
	Burlingame
	CA
	94010

	5209
	5209 - Canoga Park Branch
	22004 Sherman Way
	Canoga Park
	CA
	91303

	5210
	5210 - College Heights
	2800 Oswell Street
	Bakersfield
	CA
	93306

	5211
	5211 - Dinuba
	240 East Tulare Street
	Dinuba
	CA
	93618

	5212
	5212 - East Fresno
	4445 East Tulare Street
	Fresno
	CA
	93702

	5214
	5214 - Eureka Main
	334 F Street
	Eureka
	CA
	95501

	5215
	5215 - Folsom
	403 East Bidwell Street
	Folsom
	CA
	95630

	5216
	5216 - Fort Bragg
	228 North Main Street
	Fort Bragg
	CA
	95437

	5217
	5217 - Hanford - Main Building
	180 North Redington
	Hanford
	CA
	93230

	5218
	5218 - Healdsburg
	502 Healdsburg Ave
	Healdsburg
	CA
	95448

	5219
	5219 - Hemet Branch
	1687 East Florida Ave
	Hemet
	CA
	92544

	5220
	5220 - Hilltop
	1300 Hilltop Drive
	Redding
	CA
	96003

	5222
	5222 - Lemoore
	338 West D Street
	Lemoore
	CA
	93245

	5223
	5223 - Lincoln Village
	503 West Benjiman Holt Drive
	Stockton
	CA
	95207

	5224
	5224 - Livermore
	1748 Railroad Ave
	Livermore
	CA
	94550

	5225
	5225 - Martin Luthr Kng Jr.
	4103 South Western Ave
	Los Angeles
	CA
	90062

	5227
	5227 - Mission-23rd
	2701 Mission Street
	San Francisco
	CA
	94110

	5228
	5228 - Montrose Branch
	2320 Honolulu Ave
	Montrose
	CA
	91020

	5229
	5229 - Ontario Plaza Branch
	910 North Mountain Ave
	Ontario
	CA
	91762

	5230
	5230 - Orangevale Branch
	8890 Greenback Lane
	Orangevale
	CA
	95662

	5231
	5231 - Oroville
	1820 Oro Dam Boulevard
	Oroville
	CA
	95966

	5234
	5234 - Pleasanton
	337 Main Street
	Pleasanton
	CA
	94566

	5235
	5235 - Porterville-Mn Bldng
	345 North Main Street
	Porterville
	CA
	93257

	5236
	5236 - Reedley
	936 G Street
	Reedley
	CA
	93654

	5237
	5237 Reseda Branch
	18120 Sherman Way
	Reseda
	CA
	91335

	5238
	5238 - Ridgecrest
	101 West Ridgecrest
	Ridgecrest
	CA
	93555

	5240
	5240 - Sherman Oaks
	14701 Ventura Boulevard
	Sherman Oaks
	CA
	91403

	5241
	5241 - Slauson Vermont
	5700 South Vermonth Ave
	Los Angeles
	CA
	90037

	5242
	5242 - St. Helena
	101 Adams Street
	St. Helena
	CA
	94574

	5243
	5243 - Stockton Agri-Center
	407 North Wilson Way
	Stockton
	CA
	95205

	5245
	5245 - Susanville
	50 N Gay Street
	Susanville
	CA
	96130

	5246
	5246 - Toluca Lake
	4123 West Olive Ave
	Burbank
	CA
	91505

	5247
	5247 - Turlock - Main Building
	501 East Main Street
	Turlock
	CA
	95380

	5248
	5248 - Vacaville Financial
	150 Parker Street
	Vacaville
	CA
	95688

	5249
	5249 - Vernon Branch
	3810 S. Santa Fe Ave
	Vernon
	CA
	90058

	5250
	5250 - West Los Angls Brnch
	11501 Santa Monica Blvd
	W. Los Angeles
	CA
	90025

	5251
	5251 - Williow Glen
	1245 Lincoln Avenue
	San Jose
	CA
	95125

	2208
	2208 - San Rafael
	1200 5th Avenue
	San Rafael
	CA
	94901

	4565
	4565 - 12th Street
	545 12th Street
	Paso Robles
	CA
	93446

	4566
	4566 - Vine Street
	1222-1224 Vine Street
	Paso Robles
	CA
	93446

	4567
	4567 - Arroyo Grande
	1255 E. Grande Avenue
	Arroyo Grande
	CA
	93420

	4568
	4568 - Santa Maria
	2339 S. Broadway
	Santa Maria
	CA
	93454

	5033
	5033 - Merced
	710 W. Main Street
	Merced
	CA
	95340

	5253
	5253 - Batterson
	70 Batterson Park Rd
	FArmington
	CT
	06032

	5255
	5255 - Greenwich
	240 Greenwich Ave
	Greenwich
	CT
	06830

	71010
	Clinton East Main
	156 East Main Street
	Clinton
	CT
	06413

	71011
	Railroad Avenue
	16 Railroad Avenue
	Plainfield
	CT
	06374

	71012
	Shunpike Road
	61 Shunpike Road
	Cromwell
	CT
	06416

	71013
	Whalley Avenue
	395 Whalley Avenue
	New Haven
	CT
	06511

	752
	FS Wilmington, LP
	3 Beaver Valley Road
	Wilmington
	DE
	19083

	5259
	5259 - North Wakefield Dr
	300 North Wakefield Dr
	Newark
	DE
	19702

	113
	0113 - Holiday
	2123 US Hwy. 19N
	Holiday
	FL
	34691

	115
	0115 - New Smyma Bch E
	763 E. 3rd Avenue
	New Smyrna Beac
	FL
	32169

	116
	0116 - Orange City
	850 S. Volusia Avenue
	Orange City
	FL
	32763

	209
	0109 - E. Colonial Drive Thr
	4450 East Colonial Drive
	Orlando
	FL
	32803

	217
	0917 - Inverness
	2875 E. Gulf to Lake Highway
	Inverness
	FL
	34450

	2910
	3910 - E. Pembrok Pins
	8411 Pines Boulevard
	Pembroke Pines
	FL
	33024

	2926
	2926 - Del Prado
	2503 Del Prado
	Cape Coral
	FL
	33904

	3006
	3006 -Silver Lakes
	18395 Pines Boulevard
	Pembroke Pines
	FL
	33029

	3008
	3008 -WinterPark Alm
	200 Aloma Avenue
	Winter Park
	FL
	32789

	3009
	3009 - Winterpark Tmpl
	1400 Howell Branch Road
	Winter Park
	FL
	32789

	3119
	3119 - 47TH TERRACE OFFICE
	1645 SE 47th Terrace
	Cape Coral
	FL
	33904

	3120
	3120 - ALTAMONTE CROSSING
	151 N. State Road 434
	Altamont Spring
	FL
	32714

	3122
	3122 - BERNWOOD PARK
	12851 Bonita Beach Road
	Bonita Springs
	FL
	34135

	3123
	3123 - BLOOMINGDALE
	110 W. Bloomingdale Ave
	Brandon
	FL
	33511

	3124
	3124 - BRADENTON CITY
	921 Manatee Ave. W.
	Bradenton
	FL
	34205

	3125
	3125 - BRANDON
	510 Oakfield Drive
	Brandon
	FL
	33511

	3126
	3126 - CEDAR SHORES OFFICE
	3620 SE Maricamp Road
	Ocala
	FL
	34471

	3128
	3128 - CHARLOTTE HARBOR OFFICE
	22627 Bayshore Road
	Port Charlotte
	FL
	33980

	3130
	3130 - CORDOVA-PENSACOLA
	4710 Bayou Blvd.
	Pensacola
	FL
	32503

	3132
	3132 - CYPRESS POINT
	1300 Palm Coast Parkway
	Palm Coast
	FL
	32137

	3133
	3133 - DEERFIELD BEACH (H.S.)
	3325 W. Hillsboro Road
	Deerfield Beach
	FL
	33442

	3135
	3135 - EAST COMMERCIAL BLVD
	2660 E Commercial Blvd.
	Fort Lauderdale
	FL
	33308

	3137
	3137 - GROVE CITY OFFICE
	2691 Placida Road
	Grove City
	FL
	34224

	3139
	3139 - HOLLY HILL OFFICE
	555 Ridgewood Ave.
	Holly Hill
	FL
	32117

	3140
	3140 - HUDSON OFFICE
	9005 State Rd. 52
	Hudson
	FL
	34669

	3141
	3141 - LARGO OFFICE
	13175 Walsingham Rd.
	Largo
	FL
	33774

	3143
	3143 - MARCO ISLAND OFFICE
	615 Elkcam Circle
	Marco Island
	FL
	34145

	3145
	3145 - NEW CITRUS PARK
	7919 Gunn Highway
	Tampa
	FL
	33626

	3147
	3147 - NORTH LOCKWOOD RIDGE
	6056 N LOCKWOOD RIDGE RD
	SARASOTA
	FL
	34243

	3155
	3155 - SAWGRASS
	12396 W. Sunrise Blvd.
	Plantation
	FL
	33323









	
						
	3159
	3159 - VERO-WEST (1ST AM)
	4000 20th Street
	Vero Beach
	FL
	32960

	3160
	3160 - WEST BRADENTON
	4601 Manatee Ave. W.
	Bradenton
	FL
	34209

	3209
	3209 - LAND O'LAKES OFFICE
	21708 State Rd. 54
	Lutz
	FL
	33549

	3314
	3314 - Dade City
	14210 7th St
	Dade City
	FL
	33523

	3319
	3319 - Downtown Laklnd
	113 S Tennesee Ave
	Lakeland
	FL
	33801

	3320
	3320 - Dwntwn St Ptrsb
	 410 Central Avenue
	St. Petersburg
	FL
	33701

	3328
	3328 - Kings Point
	6646 W Atlantic Ave
	Delray Beach
	FL
	33446

	3331
	3331 - New Warrngtn Rd
	21 New Warrington Rd
	Pensacola
	FL
	32506

	3332
	3332 - Ocean Ridge
	4600 Ocean Blvd
	Boynton Beach
	FL
	33435

	3333
	3333 - Okeechob Trnpke
	5849 Okeechobee Blvd
	West Palm Beach
	FL
	33417

	3339
	3339 - South Fort Myrs
	12751 S Cleveland Ave
	Fort Myers
	FL
	33907

	3341
	3341 - West Hollywood
	6015 Washington St
	Hollywood
	FL
	33023

	3342
	3342 - Westward
	2701 Okeechibee Blv
	West Palm Beach
	FL
	33409

	3600
	3600 - Cypress Lake Drive
	7750 Cypress Lake Drive
	Fort Myers
	FL
	33907

	3625
	3625 - The Avenues
	10625 Philips Hwy
	Jacksonville
	FL
	32256

	4001
	4001C - Baymeadows Ops
	8324 Baymeadows Way
	Jacksonville
	FL
	32256

	4003
	4003B - Combee
	1414 South Combee Rd
	Lakeland
	FL
	33801

	4012
	4012B - Lantana
	1500 W Lantana Rd
	Lantana
	FL
	33462

	4014
	4014B - Monument Rd
	9580 Regency Square Blvd
	Jacksonville
	FL
	32225

	4016
	4016B - North Boca Ratn
	3601 N. Federal Highway
	Boca Raton
	FL
	33431

	4019
	4019D - Palatka
	200 Reid Street
	Palatka
	FL
	32177

	4020
	4020B - Ridge Road
	8423 Moon Lake Road
	New Port Richey
	FL
	34654

	4021
	4021B - Rockledge
	201 North Church Street
	Rockledge
	FL
	32955

	4022
	4022B - S. Mandarin
	12222 San Jose Blvd.
	Jacksonville
	FL
	32223

	4025
	4025B - Westside
	4328 Blanding Blvd.
	Jacksonville
	FL
	32210

	5057
	5057 Century Park
	1000 Century Park Road
	Tampa
	FL
	33607

	5058
	5058 Clermont - Main Building
	690 E. Highway 50
	Clermont
	FL
	34711

	5059
	5059 Cordova
	5041 Bayou Blvd.
	Pensacola
	FL
	32503

	5062
	5062 Gulf to Bay - Main Bldng
	1640 Gulf to Bay Blvd.
	Clearwater
	FL
	33755

	5063
	5063 Hallandale Beach
	801 E. Hallandale Blvd.
	Hallandale
	FL
	33009

	5064
	5064 Jacksonville #100
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5065
	5065 Jacksonville #200
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5066
	5066 Jacksonville #300
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5067
	5067 Jacksonville #400
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5068
	5068 Jacksonville #500
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5069
	5069 Jacksonville #600
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5070
	5070 Jacksonville #700
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5071
	5071 Jacksonville Daycr
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5072
	5072 Jacksonville Garag
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5073
	5073 Jacksonville Schl
	9000 Southside Blvd.
	Jacksonville
	FL
	32256

	5074
	5074 Lighthouse Point
	2850 N. Federal Highway
	LighthousePoint
	FL
	33064

	5078
	5078 North Hialeah-Main Bldng
	1 E. 49th Street
	Hialeah
	FL
	33013

	5079
	5079 Ocala Downtown
	35 S.E. 1st Avenue
	Ocala
	FL
	34471

	5080
	5080 Plaza
	900 S. Federal Highway
	Stuart
	FL
	34994

	5081
	5081 Port Charlotte-Main Bldng
	21175 Olean Blvd.
	Port Charlotte
	FL
	33952

	5083
	5083 San Jose - Main Building
	3535 University Blvd. West
	Jacksonville
	FL
	32217

	5084
	5084 South Region TPC
	17100 N.W. 59th Avenue
	Miami Lakes
	FL
	33015

	5086
	5086 Westshore Mall
	100 N. Westshore Blvd.
	Tampa
	FL
	33609

	5088
	5088 Winter Park
	750 S. Orlando Avenue
	Winter Park
	FL
	32789

	5260
	5260 - Baypoint
	500 Biscayne Boulevard
	Miami
	FL
	33132

	5261
	5261 - Bayshore-Mn Bldng
	6160 14th Street West
	Bradenton
	FL
	34207

	5263
	5263 - Blountstown-Mn Bldng
	16793 SE Pear Street
	Blountstown
	FL
	32424

	5267
	5267-Charlotte Harbor-Mn Bldng
	23081 Harborview Road
	Port Charlotte
	FL
	33980

	5268
	5268 - Coral Ridge-Mn Bldng
	3600 North Federal Highway
	Ft. Lauderdale
	FL
	33308

	5269
	5269 - Crystal River-Mn Bldng
	450 SE Highway 19
	Crystal River
	FL
	34429

	5273
	5273-Ft. Myers Beach-Mn Bldng
	2525 Estero Blvd
	Ft. Myers Beach
	FL
	33931

	5274
	5274-Ft. Walton Beach-Mn Bldng
	189 Eglin Parkway NE
	Ft Walton Beach
	FL
	32546

	5275
	5275 - Gulfgate-Mn Bldng
	6525 South Tamiami Trail
	Sarasota
	FL
	34231

	5276
	5276 - Homestead-Mn Bldng
	850 Homestead Boulevard
	Homestead
	FL
	33030

	5283
	5283 - Live Oak-Mn Bldng
	201 S. Ohio Avenue
	Live Oak
	FL
	32064

	5286
	5286 - Midway - Main Building
	7760 West Flagler Street
	Miami
	FL
	33144

	5288
	5288 - Plantation-Mn Bldng
	7001 W. Broward Blvd.
	Plantation
	FL
	33317

	5295
	5295 - Trouble Creek-Mn Bldng
	4526 US Highway 19
	New Port Richey
	FL
	34652

	5297
	5297 - W. Sunrise-Mn Bldng
	8190 W. Sunrise
	Plantation
	FL
	33322

	5298
	5298 - Weeki Wachee-Mn Bldng
	9223 Cortez Blvd
	Brooksville
	FL
	34613

	5299
	5299 - Westside-Mn Bldng
	4311 Manatee Avenue West
	Bradenton
	FL
	34209

	5463
	5463 - Cocoa Village Dt
	430 Brevard Ave
	Cocoa
	FL
	32922

	5464
	5464-Dayton Bch Spdwy-Mn Bldng
	1025 International Speedwy Bd
	Daytona Beach
	FL
	32114

	5467
	5467 - Palm Beach Vault
	5701 Village Blvd
	West Palm Beach
	FL
	33407

	117
	0117 - Ormond Beach
	175 W. Granada Ave.
	Ormond Beach
	FL
	32174

	118
	0118 - Ponce De Leon
	709 S. Ponce de Leon Blvd.
	St. Augustine
	FL
	32084

	210
	0110 - Downtown Lakeland
	3221 South Florida Avenue
	Lakeland
	FL
	33803

	1077
	0077  - Prima Vista
	900 East Prima Vista Blvd
	Port St. Lucie
	FL
	34952

	2017
	2017 - Fairfield
	8022 Lillian Highway
	Pensacola
	FL
	32506

	3004
	3004 -Plantation
	450 North Pine Island Road
	Plantation
	FL
	33324

	3090
	3090 - Delray Square
	4899 W. Atlantic Blvd
	Delray Beach
	FL
	33445

	3151
	3151 - Pinellas
	7600 US Highway 19 N
	Pinellas Park
	FL
	33781

	3271
	3271 - Wickham Road Office
	7775 N Wickham Road
	Melbourne
	FL
	32940

	3316
	3316 - Deland Main
	131 E New York Ave
	Deland
	FL
	32724

	3601
	3601 - Oviedo Red Bug
	7455 Pinemire Drive
	Oviedo
	FL
	32765

	3630
	3630 - LaFontana
	9035 LaFontana Boulevard
	Boca Raton
	FL
	33434

	3632
	3632 - Lake Mary Ofice
	3701 W. Lake Mary Boulevard
	Lake Mary
	FL
	32746

	3635
	3635 - Pembroke Pines
	199 N. University Drive
	Pembroke Pines
	FL
	33024













	
						
	4002
	4002C - Callahan
	401 S. King Rd
	Callahan
	FL
	32011

	4004
	4004C - Conway
	7336 Curry Ford Road
	Orlando
	FL
	32822

	4005
	4005C - Dale Mabry
	1506 South Dale Marby Highway
	Tampa
	FL
	33629

	4006
	4006C - Davie
	4150 S.W.64th Ave
	Davie
	FL
	33314

	4007
	4007C - Eustis
	200 Magnolia Ave.
	Eustis
	FL
	32726

	4008
	4008C - Ft. Lauderdale
	1100 W. State Route 84
	Ft. Lauderdale
	FL
	33315

	4009
	4009C - Green Cov Sprng
	425 North Orange Avenue
	Green Cove Spri
	FL
	32043

	4011
	4011C - Indian Rocks
	14147 Walsingham Rd.
	Largo
	FL
	33774

	4013
	4013C - Largo
	5250 E. Bay Drive
	Clearwater
	FL
	33764

	4015
	4015C - Normandy
	6545 Normandy Blvd
	Jacksonville
	FL
	32205

	4017
	4017C - North Port
	13675 N.W. Tamiami Trail
	North Port
	FL
	34287

	4018
	4018C - NE St. Petrsbrg
	9655 4th St. North
	St. Petersburg
	FL
	33702

	4023
	4023C - Springfield
	1601 Main Street
	Jacksonville
	FL
	32233

	4024
	4024C - West Dayton
	828 White Street
	Daytona Beach
	FL
	32117

	4219
	4219-MARIANNA
	2889 Green Street
	Marianna
	FL
	32446

	4220
	4220-NEW SMYRNA BEACH
	900 N. Dixie Freeway
	New Smyrna Bch
	FL
	32168

	4224
	4224-WEST MAIN STREET
	800 W. Main Street
	Inverness
	FL
	34450

	5060
	5060 - Deland
	230 N. Woodland Blvd.
	Deland
	FL
	32720

	2918
	3918 - Platatn-Ryl Plm
	950 S. Pine Island Road
	Plantation
	FL
	33324

	3163
	3163 - BLUEGRASS OFFICE
	1475 McFarland Road
	Alpharetta
	GA
	30005

	3165
	3165 - CHESHIRE SHERIDAN
	2419 Cheshire Bridge Rd NE
	Atlanta
	GA
	30324

	3167
	3167 - EDGEWOOD
	3805 Macon Road
	Columbus
	GA
	31907

	3169
	3169 - LAVISTA ROAD
	3880 LaVista Road
	Tucker
	GA
	30084

	3170
	3170 - LILBURN OFFICE
	4354 Lawrenceville Hwy
	Lilburn
	GA
	30047

	3173
	3173 - PROVIDENCE SQUARE
	4209 Roswell Road NE
	Marietta
	GA
	30062

	3343
	3343 - Atlant Ops Cntr
	3579-3585 Atlanta Ave
	Atlanta
	GA
	30354

	3345
	3345 - Columbus Main
	101 13th Street
	Columbus
	GA
	31901

	3346
	3346 - Dalton Main
	201 S Hamilton St
	Dalton
	GA
	30720

	3604
	3604 - Woodstock Crossing
	2255 Towne Lake Parkway
	Woodstock
	GA
	30189

	3665
	3665 - Cobb Parkway
	2521 SE Cobb Parkway
	Smyrna
	GA
	30080

	4030
	4030B - Hapeville
	590 S. Central Ave
	Hapeville
	GA
	30354

	4033
	4033D - Macon Main
	455 Walnut Street
	Macon
	GA
	31201

	4038
	4038B - Perimeter Centr
	4570 Ashford Dunwoody Road
	Atlanta
	GA
	30346

	4040
	4040B - Stephenson
	6999 Abercorn St
	Savannah
	GA
	31405

	4041
	4041B - Toco Hills
	2942 N. Druid Hills Road
	Atlanta
	GA
	30329

	4045
	4045B - Walton Way
	1478 Walton Way
	Augusta
	GA
	30901

	4046
	4046B - Washington Road
	2835 Washington Road
	Augusta
	GA
	30909

	5091
	5091 Bull Street
	22 Bull Street
	Savannah
	GA
	31401

	5094
	5094 Moultrie Main
	300 S. Main Street
	Moultrie
	GA
	31768

	5095
	5095 Valdosta Main
	106 S. Patterson Street
	Valdosta
	GA
	31601

	5096
	5096 Winder Main Building
	102 N. Broad Street
	Winder
	GA
	30680

	5300
	5300-Aberdeen Village-Mn Bldng
	500 North Lake Drive
	Peachtree City
	GA
	30269

	5303
	5303 - East Point-Mn Bldng
	2818 East Point Street
	East Point
	GA
	30344

	3014
	3014 -Walnut Avenue
	1300 Walnut Avenue
	Dalton
	GA
	30720

	3076
	3076 -Sylvania Main
	105 S. Main Street
	Sylvania
	GA
	30467

	3077
	3077 - Dunwoody Villag
	1449 Dunwoody Village Parkway
	Dunwoody
	GA
	30338

	3103
	3103 - Lawrenceville Suwann
	870 Lawrenceville Suwannee Rd
	Lawrenceville
	GA
	30043

	3273
	3273 - Acworth Office
	3365 Cobb Pkwy
	Acworth
	GA
	30101

	3282
	3282 - Windward Parkway
	5570 Windward Parkway
	Alpharetta
	GA
	30004

	3606
	3606 - Stockbridge
	113 Highway 138 West
	Stockbridge
	GA
	30281

	3639
	3639 - Cartersville
	215 Cherokee Place
	Cartersville
	GA
	30121

	3666
	3666 - Snellville Presidential
	1875 Scenic Highway
	Snellville
	GA
	30078

	4026
	4026D - Alabama Ave
	501 Alabama Avenue
	Breman
	GA
	30110

	4027
	4027C - East Lake
	2201 Roswell Rd.
	Marietta
	GA
	30062

	4031
	4031C - Jimmy Crtr Blvd
	5405 Jimy Carter Blvd.
	Norcross
	GA
	30093

	4032
	4032C - Mableton
	5606 Gordon Rd.
	Mabletown
	GA
	30126

	4036
	4036C - Norcross
	6155 S. Buford Highway
	Norcross
	GA
	30071

	4037
	4037C - Peachtree Crnrs
	5525 Peachtree Parkway
	Norcross
	GA
	30092

	4039
	4039C - Rome Main
	501 Broad Street
	Rome
	GA
	30161

	4042
	4042F - Traffic Circle
	3509 West Bay Street
	Savannah
	GA
	31408

	4043
	4043F - Tri-County #2
	4701 Sandy Plains Road
	Roswell
	GA
	30075

	4044
	4044D - Vidalia Main
	900 East First Street
	Vidalia
	GA
	30474

	4047
	4047C - Washington West
	3726 Washington Road
	Martinez
	GA
	30907

	4048
	4048D - Waynesboro Main
	615 Liberty Street
	Waynesboro
	GA
	30830

	4088
	4088C - Merchant's Walk (Sub) (1)
	1313 Johnson Ferry Rd. NE
	Marietta
	GA
	30068

	4225
	4225-BUFORD HIGHWAY
	5935 Buford Highway
	Norcross
	GA
	30071

	4229
	4229-LARKIN STREET
	241 Larkin Street
	Cornelia
	GA
	30531

	4230
	4230-SOUTH PARK STREET
	777 So. Park Street
	Carrolton
	GA
	30117

	4275
	4275 CITIZEN SQUARE
	26 Citizens Square
	Dallas
	GA
	30157

	4278
	4278 DOYLE STREET
	303 E. Doyle Street
	Toccoa
	GA
	30577

	4279
	4279-HAPEVILLE
	600 S. Central Avenue
	Hapeville
	GA
	30354

	4280
	4280-LEE STREET
	15 Lee St.
	Jefferson
	GA
	30549

	5301
	5301 - Decatur (BS)-Mn Bldng
	163 Clairmont Avenue
	Decatur
	GA
	30030

	2919
	3919 - Decatur Sq Offc
	101 W. Ponce De Leon Ave.
	Decatur
	GA
	30030

	147
	0147 - Crossroad Faclty
	301 South 25th Street
	Fort Dodge
	IA
	50501

	4231
	4231-NORTH HOWARD
	114 N Howard
	Indianola
	IA
	50125

	4235
	4235-EAST ALTON
	347 W. Main Street
	East Alton
	IL
	62024

	4502
	4502 - Peoria Main
	301 W. Adams Avenue
	Peoria
	IL
	61602

	5098
	5098 Bank of America
	231 S. La Salle Street
	Chicago
	IL
	60604

	71014
	Lockport
	1103 E 9th Street
	Lockport
	IL
	60441

	922
	922 - Hinsdale
	21 West 2nd Street
	Hinsdale
	IL
	60521

	4233
	4233-BELLEVILLE
	222 East Main Street
	Belleville
	IL
	62220

	4237
	4237-KICKAPOO STREET
	303 S. Kickapoo Street
	Lincoln
	IL
	62656









	
						
	4241
	4241-SPARTA
	114 West Broadway
	Sparta
	IL
	62286

	4242
	4242-WOOD RIVER AVENUE
	118 Wood River Avenue
	Wood River
	IL
	62095

	4283
	4283-EAST ST LOUIS STRE
	112 East St. Louis St.
	Nashville
	IL
	62263

	4284
	4284 ROBINSON
	300 W. Main Street
	Robinson
	IL
	62454

	4285
	4285-SESSER
	201 South Park
	Sesser
	IL
	62884

	4413
	4413-LAKE STREET
	540 Lake Street
	Addison
	IL
	60101

	4509
	4509 - LaPorte Main
	800 Lincoln Way
	LaPorte
	IN
	46350

	4572
	4572 - 25th Street
	3805 25th Street
	Columbus
	IN
	47203

	4573
	4573 - Brentwood
	2751 Brentwood Drive
	Columbus
	IN
	47203

	4574
	4574 - Tipton
	1117 E. Tipton Street
	Seymour
	IN
	47274

	4575
	4575 - 2nd Street
	222 W. 2nd Street
	Seymour
	IN
	47274

	5099
	5099 Mission Facility
	9500 Mission Road
	Overland Park
	KS
	66206

	5100
	5100 Penn Street Faclty
	501 N. Penn Street
	Independence
	KS
	67301

	4505
	4505 - London Central
	400 South Main
	London
	KY
	40741

	4289
	4289-BELLE CHASSE HIGHWA
	8018 Belle Chasse Highway
	Belle Chasse
	LA
	70037

	4290
	4290 LUTCHER
	1980 W. Main St.
	Lutcher
	LA
	70071

	215
	0915 - Barnstable
	145 Barnstable Road
	Barnstable
	MA
	02601

	5312
	5312 - Exchange Street
	200 Exchange St
	Malden
	MA
	02148

	5313
	5313 - Waltham Mn (1 and 2)
	1025-1075 Main (blds I & II)
	Waltham
	MA
	02451

	71015
	Columbia Road
	568-572 Columbia Road
	Dorchester
	MA
	02125

	71016
	East Boston Square
	26 Central Square
	East Boston
	MA
	02128

	71017
	Massachusetts Avenue
	1420 Massachusetts Avenue
	Arllington Heights
	MA
	02476

	71018
	Rogers Road
	147 Main Street + 52 Rogers Road Parking
	Gloucester
	MA
	01930

	71019
	Union Square - Somerville
	40 Union Square
	Somerville
	MA
	02143

	3348
	3348 - Pikesvill Brnch
	1515 Reisterstown Rd
	Baltimore
	MD
	21208

	5101
	5101 Annapolis Church
	10 Church Circle
	Annapolis
	MD
	21402

	5102
	5102 Highlandtown - BAL
	3415-3417 Eastern Avenue
	Baltimore
	MD
	21224

	5317
	5317 - Wheaton - Main Building
	2601 University Boulevard
	Wheaton
	MD
	20902

	5319
	5319 - Court St.
	178 Court St
	Auburn
	ME
	04210

	5320
	5320 - Gannett Dr.
	65 Gannett Dr
	South Portland
	ME
	04106

	4506
	4506 - Arcadia
	245 N. Rose Street
	Kalamazoo
	MI
	49007

	71020
	18 Mile Road
	2225 18 Mile Road
	Sterling Height
	MI
	48314

	71021
	Allen Road - Southgate
	11275 Allen Road
	Southgate
	MI
	48195

	71022
	Ford Road Heights
	25350 Ford Road
	Dearborn Heights
	MI
	48127

	71023
	Grand River
	2150 Grand River
	Detroit
	MI
	48219

	71024
	Greater Mack
	21800 Greater Mack
	St. Clair Shores
	MI
	48080

	71025
	Grosse Pointe Woods
	19307 Mack Avenue
	Grosse Pointe Woods
	MI
	48236

	71026
	Hoover Road
	26681 Hoover Road
	Warren
	MI
	48089

	71027
	Joy Road
	10641 Joy Road
	Detroit
	MI
	48204

	71028
	Main St - Belleville
	105 Main Street
	Belleville
	MI
	48111

	71029
	North Adams
	44 North Adams
	Rochester
	MI
	48309

	71030
	Plymouth Rd - Detroit
	20222 Plymouth Road
	Detroit
	MI
	48228

	71031
	Roseville
	26000 Gratiot Avenue
	Roseville
	MI
	48066

	71032
	Schoenherr
	28455 Schoenherr
	Warren
	MI
	48088

	71033
	West Fort Street
	14600 W Fort Street
	Southgate
	MI
	48195

	71034
	West Maple
	2500 W Maple
	Bloomfield Hills
	MI
	48301

	71035
	Woodward - Ferndale
	23011 Woodward Avenue
	Ferndale
	MI
	48220

	4507
	4507 - Executive Drive
	5829 Executive Drive
	Lansing
	MI
	48911

	5103
	5103-Columbia Faclty-Mn Bldng
	800 Cherry Street
	Columbia
	MO
	65201

	5104
	5104 Concord Village
	5353 S. Lindbergh Blvd.
	St. Louis
	MO
	63126

	5105
	5105-Downtown Faclty-Mn Bldng
	210 W. 8th Street
	Rolla
	MO
	65401

	5106
	5106 Florissant Facilty
	880 Rue Saint Francois
	Florissant
	MO
	63031

	5107
	5107 Hampton-Main
	4301 Hampton Avenue
	St. Louis
	MO
	63109

	5108
	5108 Independence Squar
	129 W. Lexington Avenue
	Independence
	MO
	64050

	5109
	5109-Lexington Faclty-Mn Bldng
	1016 Main Street
	Lexington
	MO
	64607

	5110
	5110 Mexico Facility
	222 S. Jefferson Street
	Mexico
	MO
	65265

	5111
	5111 Oak Trafficway
	8320 N. Oak Trafficway
	N. Kansas City
	MO
	64118

	5112
	5112-Richland Faclty-Mn Bldng
	112 McClurg Street
	Richland
	MO
	65556

	5113
	5113 South Glenstone-Mn Bldng
	2940 S. Glenstone Avenue
	Springfield
	MO
	65804

	5114
	5114 West Sunshine-Mn Bldng
	710 W. Sunshine Street
	Springfield
	MO
	65807

	5171
	5171 BOA Plaza Sub-Lease
	800 Market Street
	St. Louis
	MO
	 

	5321
	5321-Ballwin Facility-Mn Bldng
	15115 Manchester
	Ballwin
	MO
	63011

	5322
	5322-Belton Facility-Mn Bldng
	1818 E. North Ave
	Belton
	MO
	64012

	5324
	5324-Forsyth Facility-Mn Bldng
	Hwy 160 and Main
	Forsyth
	MO
	65653

	5326
	5326-I-70 & Noland-Mn Bldng
	4141 Lynn Ct. Drive
	Independence
	MO
	64055

	5327
	5327 - Kansas City Ops Cntr
	2001 NE 46th Street
	Kansas City
	MO
	64116

	5328
	5328-Metropolitan-Mn Bldng
	8550 Holmes Rd
	Kansas City
	MO
	64131

	40
	0040  - Aurora Main
	201 Masidon
	Aurora
	MO
	65605

	3681
	3681 - Gulfport Hwy 49
	11464 Highway 49
	Gulfport
	MS
	39503

	4252
	4252-CLARKSDALE
	211 East Second
	Clarksdale
	MS
	38614

	4298
	4298-MOUNT OLIVE
	515 Main Street
	Mount Olive
	MS
	39119

	352
	352 - Banner Elk
	1667 NC Highway 184
	Banner Elk
	NC
	28779

	900
	Independence - Main Bld - 0104
	101 Independence Center
	Charlotte
	NC
	28246

	917
	302A - Hickory Parking Lot
	2nd Street Place NE
	Hickory
	NC
	28601

	924
	924 - Village Circle
	200 Meadowmont Village Circle
	Chapel Hill
	NC
	27517

	925
	925 - Barbee Chapel Road
	112 West Barbee Chapel Road
	Chapel Hill
	NC
	27517

	2906
	3906 - East Independnc
	11201 E. Independence Blvd.
	Matthews
	NC
	28105

	2914
	3914 - Chapel Hill
	100 E. Franklin Street
	Chapel Hill
	NC
	27514

	3016
	3016 -Ballantyne
	14925 John J. Delaney Drive
	Charlotte
	NC
	28277

	3017
	3017 -Cary Preston
	999 High House Road
	Cary
	NC
	27513

	3018
	3018 -Clemmons
	3645 Clemmons Road
	Clemmons
	NC
	27012

	3031
	3031 -Wakefield FC
	14400 New Falls of Neuse Blvd
	Raleigh
	NC
	27511

	3032
	3032 -Westinghouse
	741 Westinghouse Blvd
	Charlotte
	NC
	28273











	
						
	3178
	3178 - ASHLEY VILLAGE
	7210 Tryon Rd.
	Cary
	NC
	27511

	3182
	3182 - GARNER OFFICE
	1145 Hwy 70 W.
	Garner
	NC
	27529

	3185
	3185 - STONEHENGE OFFICE
	7541 Creedmoor Rd.
	Raleigh
	NC
	27613

	3186
	3186 - UNIVERSITY PLACE OFFICE
	8700 University Exec. Pk Dr
	Charlotte
	NC
	28262

	3188
	3188 - WEST MARKET STREET
	4636 W. Market Street
	Greensboro
	NC
	27407

	3351
	3351 - Burlington
	500 S Main St
	Burlington
	NC
	27215

	3353
	3353 - Goldsboro
	301 East Ash Street
	Goldsboro
	NC
	27530

	3354
	3354 - Greenville Sals
	1451 Thomas Langston Rd
	Winterville
	NC
	28590

	3356
	3356 - Market Street
	201 East Market St
	Smithfield
	NC
	27577

	3357
	3357 - Mortgage Center
	1100 Corporate Center Dr
	Raleigh
	NC
	27607

	3362
	3362 - West End Center
	809 West 4 1/2 St
	Winston-Salem
	NC
	27101

	3365
	3365 - Winston Salem
	401 Linden St
	Winston-Salem
	NC
	27101

	3441
	3441 - West End Ctr
	801 W. 4th Street
	Winston Salem
	NC
	27101

	4057
	4057B - Clemmons
	2565 Lewisville-Clemmons Rd.
	Clemmons
	NC
	27012

	4069
	4069B - King Main
	701 S. Main St.
	King
	NC
	27021

	4072
	4072B - Marion Main
	129 N. Main Street
	Marion
	NC
	28752

	4073
	4073D - Morganton Main
	300 North Green Street
	Morganton
	NC
	28655

	4075
	4075C - Oakwoods
	418-420 Bushy Mountain Rd.
	N. Wilkesboro
	NC
	28697

	4078
	4078B - Roxboro Main
	515 North Madison Blvd.
	Roxboro
	NC
	27573

	4079
	4079B - Russ Avenue
	339 Russ Avenue
	Waynesville
	NC
	28786

	4080
	4080B - Sardis Road
	1607 N. Sardis Road Extension
	Charlotte
	NC
	28270

	4083
	4083B - Valdese Main
	101 Main Street
	Valdese
	NC
	28690

	4084
	4084B - Viewmont
	1453 Second Street NW
	Hickory
	NC
	28601

	4086
	4086B - Wilkesboro Main
	210 West  Main Street
	Wilkesboro
	NC
	28697

	4101
	4101A-Albemarle Rd
	6425 Albemarle Road
	Charlotte
	NC
	28212

	4103
	4103A-Beatties Ford Rd
	2249 Beatties Ford Road
	Charlotte
	NC
	28216

	4104
	4104A-Belhaven Blvd
	4801 Brookshire Blvd
	Charlotte
	NC
	28216

	4105
	4105D-Black Mountn-ACU
	116 Montreat Road
	Black Mountain
	NC
	28711

	4106
	4106A-Boger City
	2614 E. Main Street
	Lincolnton
	NC
	28092

	4107
	4107-Boone Main Office
	709 Blowing Rock Road
	Boone
	NC
	28607

	4109
	4109A-Burgaw Main Offc
	104 E. Fremont Street
	Burgaw
	NC
	28425

	4110
	4110A-Burlington Mn Of
	245 W. Davies Street
	Burlington
	NC
	27215

	4111
	4111D-Calabash/Subleas
	Route 7, Highway 79 South
	Calabash
	NC
	28407

	4112
	4112A-Cameron Village
	321 Oberlin Road
	Raleigh
	NC
	27605

	4113
	4113A-Candler
	1189 Smokey Park Highway
	Candler
	NC
	28715

	4114
	4114A-Carmel Commons
	6611 Carmel Road
	Charlotte
	NC
	28216

	4115
	4115A-Carolina Beach
	123 Harper Avenue
	Carolina Beach
	NC
	28428

	4116
	4116A-Cary Village
	801 E. Maynard Road
	Cary
	NC
	27511

	4117
	4117A-Cherryville
	403 E. Main Street
	Cherryville
	NC
	28021

	4120
	4120A-Columbus
	211 E. Mill Street
	Columbus
	NC
	28722

	4121
	4121A-Cornelius
	20005 NC Highway 73 West
	Cornelius
	NC
	28031

	4122
	4122A-Cumberland
	5581 Cumberland Road
	Fayetteville
	NC
	28306

	4123
	4123A-Dallas
	202 W. Trade Street
	Dallas
	NC
	28034

	4124
	4124A-Denver
	3768 N. Highway 16
	Denver
	NC
	28037

	4125
	4125A-Dixie Village
	2401 W. Franklin Blvd.
	Gastonia
	NC
	28052

	4126
	4126D-Draper(Abandond)
	151 N. Fieldcrest Road
	Eden
	NC
	27288

	4127
	4127D-Dunn Main Office
	100 E. Cumberland
	Dunn
	NC
	10900

	4130
	4130A-Eden Main Office
	213 W. Kings Highway
	Eden
	NC
	27288

	4131
	4131A-Elizabethtown Mn
	201 W. Broad Street
	Elizabethtown
	NC
	28337

	4132
	4132D-Fairplains/Aban
	Waugh Street & Sparta Road
	N Wilkesboro
	NC
	28659

	4133
	4133A-Farmville
	200 S. Main Street
	Farmville
	NC
	27828

	4134
	4134A-Fayettevll Dwntn
	324 Mason Street
	Fayetteville
	NC
	28301

	4135
	4135A-Garner
	547 Benson Road
	Garner
	NC
	27529

	4136
	4136A-Gastonia Mn Off
	355 S. New Hope Road
	Gastonia
	NC
	28054

	4138
	4138A-Guilford College
	700 College Road
	Greensboro
	NC
	27410

	4139
	4139D-Havelock-Abandnd
	207 W. Main Street
	Havelock
	NC
	28532

	4141
	4141A-Hendersn MO Relc
	826 S. Garnett Street
	Henderson
	NC
	27536

	4142
	4142A-Hillsborough
	113 N. Churton Street
	Hillsborough
	NC
	27278

	4143
	4143A-Hilltop Plaza
	901 E. Roosevelt Blvd
	Monroe
	NC
	28112

	4145
	4145A-Hospital-Grnvill
	2000 Stantonsburg Road
	Greenville
	NC
	27834

	4147
	4147A-Kenansville
	104 Limestone Road
	Kenansville
	NC
	28349

	4148
	4148A-Kinston Mn Offic
	1900 W. Vernon Avenue
	Kinston
	NC
	28501

	4149
	4149A-Landfall
	1325 Military Cut-Off-Road
	Wilmington
	NC
	28405

	4150
	4150C-Lincolnton Mn Of
	100 E. Main Street
	Lincolnton
	NC
	28092

	4152
	4152A-Marion Main Offc
	100 N. Main Street
	Marion
	NC
	28752

	4153
	4153B-Market Street
	619 Market Street
	Wilmington
	NC
	28401

	4155
	4155A-Mooresville Main
	314 N. Main Street
	Mooresville
	NC
	28115

	4156
	4156A-Mt Olive Mn Off
	211 N. Chestnut Street
	Mount Olive
	NC
	28365

	4157
	4157A-Myers Park
	751 Providence Road
	Charlotte
	NC
	28207

	4158
	4158A-North Asheville
	892 Merrimon Avenue
	Asheville
	NC
	28804

	4159
	4159A-North Blvd-Ralgh
	5005 Capital Blvd
	Raleigh
	NC
	27615

	4160
	4160A-North Durham
	3807 N. Duke Street
	Durham
	NC
	27712

	4161
	4161A-North Henderson
	1405 N. Garnett Street
	Henderson
	NC
	27536

	4163
	4163D-North Mn ST-ACU
	100 E. Hope Lodge Street
	Tarboro
	NC
	27886

	4164
	4164A-North Raleigh
	6300 Falls of Neuse Road
	Raleigh
	NC
	27615

	4165
	4165A-Northeast
	3401 The PLaza
	Charlotte
	NC
	28205

	4166
	4166A-Northwood
	201 E. Paris Avenue
	High Point
	NC
	27265

	4167
	4167A-Park Road
	4535 Park Road
	Charlotte
	NC
	28209

	4168
	4168A-Pavilions
	698 Hanes Mall Blvd
	Winston-Salem
	NC
	27103

	4169
	4169A-Pinehurst
	5 Villiage Green West
	Pinehurst
	NC
	28374

	4170
	4170A-Pleasant Garden
	4615 Pleasant Garden Road
	Pleasant Garden
	NC
	27313

	4171
	4171A-Reidsville Mn Of
	507 S. Main Street
	Reidsville
	NC
	27320

	4172
	4172A-Reynolda
	2899 Reynolda Road
	Winston-Salem
	NC
	27106









	
						
	4173
	4173D-Richlands/Sublse
	8800 Richlands Highway
	Richlands
	NC
	28574

	4174
	4174A-Salisbury Mn Off
	500 W. Innes Street
	Salisbury
	NC
	28144

	4175
	4175A-Salisbury West
	200 Statesville Blvd.
	Salisbury
	NC
	28144

	4176
	4176A-Sardis Village
	9700 Old Monroe Road
	Charlotte
	NC
	28270

	4177
	4177A-Signal Hill
	1616 E. Broad Street
	Statesville
	NC
	28625

	4178
	4178A-Six Forks
	8820 Six Forks Road
	Raleigh
	NC
	27615

	4179
	4179A-South Elm
	1500 S. Elm Street
	Greensboro
	NC
	27406

	4180
	4180A-S Park Greenvill
	317 E. Greenville Blvd.
	Greenville
	NC
	27858

	4181
	4181A-South Square
	3200 Shannon Road
	Durham
	NC
	27707

	4182
	4182A-S Pines Mn Offic
	100 W. Morganton Road
	Southern Piens
	NC
	28337

	4183
	4183A-Southwinds
	Southwinds Shopping Center
	Spring Lake
	NC
	28390

	4184
	4184A-Southwood Square
	115 W. Fairfield Road
	High Point
	NC
	27263

	4185
	4185A-Spruce Pine Main
	337 Oak Avenue
	Spruce Pine
	NC
	28777

	4186
	4186A-Statesville Mn O
	113 W. Broad Street
	Statesville
	NC
	28677

	4187
	4187A-Swansboro
	620 W. Corbett Avenue
	Swansboro
	NC
	28584

	4188
	4188D-Tarboro Mn Ofc.
	325 Main Street
	Tarboro
	NC
	27886

	4189
	4189A-Troutman
	539 N. Main Street
	Troutman
	NC
	28166

	4190
	4190A-Tryon Main Offic
	201 Pacolet Street
	Tryon
	NC
	28782

	4191
	4191A-Twin Rivers
	3131 Martin Luther Kng Jr. Bl
	New Bern
	NC
	28562

	4192
	4192A-Union Road
	2950 Union Road
	Gastonia
	NC
	28054

	4194
	4194A-University
	502 S. College Road
	Wilmington
	NC
	28403

	4195
	4195A-Village Drive
	2901 Villiage Drive
	Fayetteville
	NC
	28305

	4196
	4196D-Washington Cornr
	1328 John Small Avenue
	Washington
	NC
	27889

	5116
	5116 525 N Tryon-Odell
	525 N. Tryon Street
	Charlotte
	NC
	28202

	5331
	5331 - Gateway Center - Chr
	901 W. Trade Street
	Charlotte
	NC
	28202

	916
	230 - Midland
	4411 North Carolina Hwy27
	Midland
	NC
	28107

	2100
	2100 - Apex Charlotte
	801 East Williams Street
	Apex
	NC
	27502

	2102
	2102 - Graham
	220 South Main Street
	Graham
	NC
	27253

	2103
	2103 - Havelock
	1303 East Main Street
	Havelock
	NC
	28532

	2104
	2104 - Morehead City
	4408 Arendell Street
	Morehead City
	NC
	28557

	2105
	2105 - New Bern
	375 South Front Street
	New Bern
	NC
	28560

	2106
	2106 - Plymouth
	102 West Main Street
	Plymouth
	NC
	27962

	2107
	2107 - Wilson
	223 West Nash Blvd
	Wilson
	NC
	27893

	2108
	2108A - Wilson (Wooten)
	2501 Wooten Blvd
	Wilson
	NC
	27893

	2110
	2108B - Wilson (Horton)
	2412 Horton Blvd
	Wilson
	NC
	27893

	2929
	2929 - Albermarle Road
	6011 Albermarle Road
	Charlotte
	NC
	28212

	3022
	3022 -Hickory View
	1625 North Center Street
	Hickory
	NC
	28601

	3024
	3024 -Cornelius
	20301 W. Catawba Avenue
	Cornelius
	NC
	28031

	3028
	3028 -North Cross
	16649 Statesville Road
	Huntersville
	NC
	28078

	3033
	3033 -Wilmington
	1313 Military Cutoff Road
	Wilmington
	NC
	28405

	3081
	3081 - Cotswold Branch
	225 sharon Amity Road
	Charlotte
	NC
	28211

	3179
	3179 - BATTLEGROUND OFFICE
	3314 Battleground Ave.
	Greensboro
	NC
	27410

	3187
	3187 - WENDOVER PLACE
	5402 Sapp Road
	Greensboro
	NC
	27409

	3285
	3285 - Walnut Maynard
	712 SE Maynard Road
	Cary
	NC
	27511

	3349
	3349 - Asheville Main
	1 Haywood St
	Asheville
	NC
	28801

	3358
	3358 - Thomasville
	804 Randoloh St
	Thomasville
	NC
	27360

	4035
	4035C - Newnan Main
	30 Greenville Street
	Newnan
	NC
	30263

	4049
	4049C - Advance Main
	Hwy. 801 & Hwy 158
	Advance
	NC
	27006

	4052
	4052C - Blowing Rock Mn
	983 North Main Street
	Blowing Rock
	NC
	28605

	4053
	4053C - Brevard Main
	73 West Main Street
	Brevard
	NC
	28712

	4055
	4055D - Canton Main
	101 Main Street
	Canton
	NC
	28716

	4056
	4056C - China Grove
	125 North Main Street
	China Grove
	NC
	28023

	4058
	4058C - Conover Main
	106 First Ave. South
	Conover
	NC
	28613

	4059
	4059C - Derita
	2610 W. sugar Creek Rd.
	Charlotte
	NC
	28262

	4060
	4060C - Fayetteville Mn
	200 Green &Bow Streets
	Fayetteville
	NC
	28301

	4061
	4061C - Forest City Mn
	408in Street
	Forest City
	NC
	28043

	4062
	4062D - Goldsboro Main
	203 North William Street
	Goldsboro
	NC
	27530

	4064
	4064C - Harrisburg
	108 Highway 49 North
	Harrisburg
	NC
	28075

	4065
	4065F - High Point Road
	3608 High Point Road
	Greensboro
	NC
	27407

	4066
	4066C - Jackson Park
	704 North Cannon Blvd.
	Kannapolis
	NC
	28083

	4067
	4067D - Jefferson Main
	230 E. Main Street
	Jefferson
	NC
	28640

	4068
	4068C - Kildaire Farms
	1122 Kildaire Farms Road
	Cary
	NC
	27511

	4070
	4070F - Knightdale
	7519 US Highway 64 E
	Knightdale
	NC
	27545

	4071
	4071C - Lexington Main
	100 S. State Street
	Lexington
	NC
	27292

	4074
	4074C - Newton Main
	102 S. Main Ave.
	Newton
	NC
	28658

	4076
	4076D - Rockingham Main
	202 East Washington Street
	Rockingham
	NC
	28379

	4077
	4077C - Rocky Mount Mn
	112 North Church Street
	Rocky Mount
	NC
	27804

	4085
	4085D - W. Jefferson Mn
	402 S. Jefferson Avenue
	W. Jefferson
	NC
	28694

	4102
	4102B-Asheville Mn Off
	68 Patton Avenue
	Asheville
	NC
	28801

	4119
	4119A-College Street
	162 College Street
	Asheville
	NC
	28801

	4128
	4128B-East End
	1908 E. Greenville Blvd.
	Greenville
	NC
	27858

	4137
	4137B-Greenville Mn Of
	201 W. First Street
	Greenville
	NC
	27858

	4154
	4154A-Mint Hill
	8008 Blair Road
	Charlotte
	NC
	28227

	5334
	5334 - Nashua Main
	143-157 Main St
	Nashua
	NH
	03060

	5335
	5335 - Portsmouth Pleasant
	3 Pleasant St
	Portsmouth
	NH
	03801

	71036
	Barrington
	Jct Rt 9 & 125
	Barrington
	NH
	03825

	71037
	Coliseum Avenue
	33 Coliseum Avenue
	Nashua
	NH
	03063

	71038
	One Constitution Way
	One Constitution Way
	Somersworth
	NH
	03878

	231
	231 - Upper Montclair Drive Up
	529 Valley Road
	Upper Montclair
	NJ
	07043

	514
	0014  - Brkly Hghts
	555 Springfield Ave.
	Berkeley Height
	NJ
	07922

	525
	0025  - Edisn Twnshp
	1746 Oak Tree Rd
	Edison Twp.
	NJ
	08820

	531
	0031  - Hamilton Sq
	3659 Nottingham Way
	Hamilton Square
	NJ
	08690

	533
	0033  - Highland Prk
	104 Raritan Rd.
	Highland Park
	NJ
	08904













	
						
	536
	0036  - Kenilworth
	470 Boulevard
	Kenilworth
	NJ
	07033

	548
	0048  - Millburn
	52 Millburn Ave
	Millburn
	NJ
	07041

	563
	0063  - Scotch Plns
	1922 Westfield Ave.
	Scotch Plains
	NJ
	07076

	569
	0069  - S. Plainfld
	2426 Plainfield Ave.
	South Plainfiel
	NJ
	07080

	607
	0007 - Milltown
	270 Ryders Ln
	Milltown
	NJ
	08850

	622
	0022 - East Brunswick
	Loehmann's Plaza, Rte 18
	East Brunswick
	NJ
	08816

	623
	0023 - Concordia
	Concordia Shopping Ctr
	Monroe
	NJ
	08831

	914
	Schwab - Harborside
	Harborside Financial Center
	Jersey City
	NJ
	07311

	2932
	2932 - Livingston
	39 East Mount Pleasant Ave
	Livingston
	NJ
	07039

	3368
	3368 - Haddon Township
	600 W Cuthbert Boulevard
	Hadden Twnship
	NJ
	08108

	3370
	3370 - Main Strt Offic
	40 Main St
	Toms River
	NJ
	08753

	3371
	3371 - Morristown Offc
	21 South St
	Morristown
	NJ
	07960

	3372
	3372 - NBOC Operations
	100/300 Fidelity Plaza
	North Brunswick
	NJ
	08905

	3376
	3376 - Red Bank Mn Off
	303 Broad St
	Red Bank
	NJ
	07701

	3380
	3380 - Trenton-Brnswck
	891 Brunswick Ave
	Trenton
	NJ
	08638

	3443
	3443 - NBOC Op Center
	100/300 Fidelity Plaza
	North Brunswick
	NJ
	08905

	3613
	3613 - Haddonfield- Kings
	17 Kings Highway West
	Haddonfield
	NJ
	08033

	5336
	5336 - Arthur St.
	639 Rte 18 & Arthur St
	East Brunswick
	NJ
	08816

	5337
	5337 - Beechwood Rd
	40 Beechwood Rd
	Summit
	NJ
	07901

	5338
	5338 - Bellevue Ave.
	209-215 Bellevue Ave
	Hammonton
	NJ
	08037

	5340
	5340 - Bergenline Ave
	3109 Bergenline Ave
	Union City
	NJ
	07087

	5342
	5342 - Bridgewater
	1125 Rte 22 West
	Bridgewater
	NJ
	08807

	5348
	5348-E Ridgewood Ave-Mn Bldng
	54 East Ridgewood Ave
	Ridgewood
	NJ
	07450

	5355
	5355 - Lakewood Rte 70
	395 N/S Rte 70
	Lakewood
	NJ
	08701

	5356
	5356 - Maplewood Ave
	161 Maplewood Ave
	Maplewood
	NJ
	07040

	5358
	5358 - Pennsauken
	4900 Rte 70
	Pennsauken
	NJ
	08109

	5361
	5361 - South Orange Ave
	8 South Orange Ave.
	South Orange
	NJ
	07079

	5362
	5362 - Springfield Ave
	367 Springfield Ave.
	Summit
	NJ
	07901

	5365
	5365 - Wood Ave
	601,607-609 N Wood Ave.
	Linden
	NJ
	07036

	154
	154 - Sea Bright
	1096 Ocean Avenue
	Sea Bright
	NJ
	07760

	157
	157 - Woodbury
	22 N. Broad St
	Woodbury
	NJ
	08096

	515
	0015  - Cherry Hill
	1402 Brace Road
	Cherry Hill
	NJ
	08034

	534
	0034  - Hightstown
	140 Mercer St.
	Hightstown
	NJ
	08520

	535
	0035  - Kendall Park
	3534 State Rt. 27
	Kendall Park
	NJ
	08824

	541
	0041  - Lawrencevill
	2673 Main St.
	Lawrenceville
	NJ
	08648

	543
	0043  - Linden
	501 North Wood
	Linden
	NJ
	07036

	545
	0045  - Manasquan
	240 Parker Ave (Rt 71)
	Manasquan
	NJ
	08736

	552
	0052  - N. Plainfld
	28 Craig Place
	North Plainfiel
	NJ
	07060

	559
	0059  - Point Plsant
	2201 Bridge Ave.
	Point Pleasant
	NJ
	08742

	562
	0062  - Runnemede
	810 E. Clements Bridge
	Runnemede
	NJ
	08078

	567
	0067  - Somerdale
	2 S. White Horse Pike
	Somerdale
	NJ
	08083

	571
	0071  - Spring Lake
	2401 State Rt 71
	Spring Lake
	NJ
	07762

	573
	0073  - Sunnyside
	236 W. St. George Ave
	Linden
	NJ
	07036

	1203
	0203 - Collingswood
	1040 Haddon Ave
	Collingswood
	NJ
	08108

	1213
	0213 - Pennington
	1 North Main Street
	Pennington
	NJ
	08534

	3061
	3061 -Stuyvesnt Vil
	1097 Stuyvesant Avenue
	Irvington
	NJ
	07111

	3108
	3108 - Landing
	118 lakeside Blvd
	Landing
	NJ
	07850

	3642
	3642 - Lake Hiawatha
	66 N. Beverwyck Road
	Lake Hiawatha
	NJ
	07034

	610
	0010 - Howell
	4074 US Highway 9
	Howell
	NJ
	07731

	611
	0011 - Whiting
	200 Lacey Rd
	Whiting
	NJ
	08759

	5117
	5117 Albuquerque Op Ctr
	725 6th Street N.W.
	Albuquerque
	NM
	87102

	5366
	5366-Amador (Cruces)-Mn Bldng
	250 W. Amador
	Las Cruces
	NM
	88005

	5368
	5368-Santa Fe-Mtr Bnk-Mn Bldng
	1235 St. Michael's Drive
	Santa Fe
	NM
	87505

	1072
	0072 - Meadowd Midrs
	5905 South Virginia Street
	Reno
	NV
	89502

	2325
	2925 - Las Vegas-Sahar
	9325 W. Sahara Avenue
	Las Vegas
	NV
	89117

	5476
	5476 - Las Veg Ops Ctr
	4101 E. Charleston Blvd
	Las Vegas
	NV
	89104

	5373
	5373 - Broadway
	575 Broadway
	Albany
	NY
	12207

	5378
	5378 - Genesee St
	120 Genesee St.
	Auburn
	NY
	13021

	5380
	5380 - Hempstead Tpke
	2310 Hempstead Tpke.
	East Meadow
	NY
	11554

	5381
	5381 - Jamaica
	91-16 168 Street
	Jamaica
	NY
	11432

	5383
	5383 - Levittown
	3161 Hempstead Tpke.
	Levittown
	NY
	11756

	5387
	5387 - Merrick Ave
	15 Merrick Ave
	Merrick
	NY
	11566

	5388
	5388 - Middle Neck Rd
	10 Middle Neck Rd.
	Great Neck
	NY
	11021

	5391
	5391 - Park Avenue
	3330 Park Ave.
	Wantagh
	NY
	11793

	5394
	5394 - State St
	69 State St.
	Albany
	NY
	12207

	5395
	5395 - Transit Rd
	2970 Transit Rd.
	West Seneca
	NY
	14224

	5396
	5396 - Wantagh
	15 Hempstead Gardens Dr.
	West Hempstead
	NY
	11552

	71039
	Endicott
	18-20 Washington Avenue
	Endicott
	NY
	13760

	71040
	Genesee - Utica
	264-266 Genesee Street and
	Utica
	NY
	13502

	71041
	Glens Falls
	37 Bay Street
	Glens Falls
	NY
	12801

	71042
	Main St - Beacon
	364 Main Street
	Beacon
	NY
	12508

	71043
	Meadow Avenue
	Union and Meadow Avenues
	Newburgh
	NY
	12550

	71044
	Montcalm Street
	 117Montcalm Street
	Ticonderoga
	NY
	12883

	2505
	2505 - 4008 St. Clr Ave
	4008 St. Clair Avenue
	Cleveland
	OH
	44103

	2519
	2519 - Madisonville
	5727 Madisonville
	Cincinnati
	OH
	45227

	71045
	Chagrin Falls
	4 E Washington Street
	Chagrin Falls
	OH
	44022

	71046
	Dover Center Road
	411 Dover Center Road
	Bay Village
	OH
	44140

	71047
	East Street - Euclid
	365 E 200 Street
	Euclid
	OH
	44119

	71048
	Fairview Park
	22591 Lorain Road
	Fairview Park
	OH
	44126

	71049
	Girard
	35 S State Street
	Girard
	OH
	44420

	71050
	Lake Shore Blvd
	23300 Lake Shore Boulevard
	Euclid
	OH
	44123

	71051
	Lorain Road
	25290 Lorain Road
	North Olmsted
	OH
	44070

	71052
	Mentor Avenue
	8715 Mentor Avenue
	mentor
	OH
	44060











	
						
	71053
	Navarre Avenue
	3024 Navarre Avenue
	Oregon
	OH
	43616

	71054
	Richmond Heights
	690 Richmond Road
	Richmond Heights
	OH
	44143

	71055
	Toledo Main
	602 Main Street
	Toleda
	OH
	43605

	71056
	University Heights
	2175 Warrensville Center
	University Heights
	OH
	44118

	71057
	Westlake
	1299 Columbia Road
	Westlake
	OH
	44145

	903
	2534 - Bethel Ohio
	200 West Plane Street
	Bethel
	OH
	45106

	2503
	2503 - 328 Main Street
	328 Main Street
	Conneaut
	OH
	44030

	2504
	2504 - 680 Broadway
	680 Broadway
	Bedford
	OH
	44146

	2506
	2506 - 4175 Pearl Road
	4175 Pearl Road
	Cleveland
	OH
	44109

	2507
	2507 - 5703 Broadway
	5703 Broadway
	Cleveland
	OH
	44127

	2508
	2508 - 5900 St. Clr Ave
	5900 St. Clair Avenue
	Cleveland
	OH
	44103

	2509
	2509 - 14444 Pearl Rd
	14444 Pearl Road
	Strongville
	OH
	44136

	2510
	2510 - 22481 Lakeshore
	22481 Lakeshore Boulevard
	Euclid
	OH
	44123

	2511
	2511 - 26410 Lakeshore
	26410 Lakeshore Boulevard
	Euclid
	OH
	44132

	2512
	2512 - Ashtabula
	4366 Main Avenue
	Ashtabula
	OH
	44004

	2513
	2513 - Beachwood
	24600 Chagrin Boulevard
	Beachwood
	OH
	44122

	2514
	2514 - Berea
	118 Front Street
	Berea
	OH
	44017

	2515
	2515 - Chagrin Blvd
	30200 Chagrin Boulevard
	Pepper Pike
	OH
	44124

	2517
	2517 - Euclid Avenue
	14501 Euclid Avenue
	Cleveland
	OH
	44112

	2518
	2518 - Hamilton Avenue
	10963 Hamilton Avenue
	Springfield Twp
	OH
	43211

	2520
	2520 - Mentor Avenue
	9572 Mentor Avenue
	Mentor
	OH
	44060

	2521
	2521 - Milford
	301 Main Street
	Milford
	OH
	45150

	2522
	2522 - Plaza Blvd
	7850 Plaza Boulevard
	Mentor
	OH
	44060

	2523
	2523 - Public Square
	119 Public Square
	Medina
	OH
	44256

	2524
	2524 - Reading Road
	Reading Road
	Mason
	OH
	45040

	2525
	2525 - Reding Road
	7825 Reading Road
	Cincinnati
	OH
	45237

	2526
	2526 - Rock Creek
	3273 Main Street
	Rock Creek
	OH
	44078

	2527
	2527 - South Broadway
	21 South Broadway
	Geneva
	OH
	44041

	2528
	2528 - South Water Strt
	408 South Water Street
	Kent
	OH
	44240

	2529
	2529 - Turney Road
	5007 Turney Road
	Garfield Height
	OH
	44125

	2530
	2530 - Warrensville Ctr
	3370 Warrensville Center Road
	Shaker Heights
	OH
	44122

	2531
	2531 - West 117th
	3370 W. 117th
	Cleveland
	OH
	44111

	2532
	2532 - West Jefferson
	36 West Jefferson Street
	Jefferson
	OH
	44047

	2533
	2533 - Woodland Avenue
	4100 Woodland Avenue
	Cleveland
	OH
	44104

	4429
	4429-PEARL ROAD
	4221 Pearl Road
	Cleveland
	OH
	44133

	4430
	4430 - St. Clair Avenue
	6235 St. Clair Avenue
	Cleveland
	OH
	44103

	4431
	4431-TUSCARAWAS STREET
	400 Tuscarawas Street
	Canton
	OH
	44702

	5121
	5121 Admiral - Main Building
	5950 E. Admiral Place
	Tulsa
	OK
	74115

	5122
	5122 Muskogee Main
	230 W. Broadway
	Muskogee
	OK
	74401

	5398
	5398 - 31st Street-Mn Bldng
	10802 E. 31st St.
	Tulsa
	OK
	74146

	5400
	5400 - Broken Arrow-Mn Bldng
	1800 South Elm Place
	Broken Arrow
	OK
	74012

	5401
	5401 - Catoosa - Main Building
	1801 North Hwy. 66
	Catoosa
	OK
	74015

	5405
	5405 - Grants Pass-Mn Bldng
	735 S.E. 6th St.
	Grants Pass
	OR
	97526

	5406
	5406 - Gresham - Main Building
	200 East Powell Blvd.
	Gresham
	OR
	97030

	5407
	5407 - Parkrose-Mn Bldng
	10120 N.E. Sandy Blvd.
	Portland
	OR
	97220

	5474
	5474 - Redmond - Main Building
	552 S 6th St
	Redmond
	OR
	97756

	218
	0918 - Paoli
	12 Chestnut Street
	Paoli
	PA
	19301

	526
	0026  - Emmaus
	235 Main St.
	Emmaus
	PA
	18049

	527
	0027  - Feasterville
	40 E. Street Rd.
	Feasterville
	PA
	19053

	576
	0076  - Warminster
	473 York Road
	Warminster
	PA
	18974

	601
	0001 - Ardmore
	225 W. Lancaster Ave.
	Ardmore
	PA
	19003

	609
	0009 - Fairgrounds
	17th and Chew Streets
	Allentown
	PA
	18102

	612
	0012 - West Goshen
	1115 West Chester Pike
	West Chester
	PA
	19382

	616
	0016 - Mountainville
	Lexington and S. 4th Street
	Allentown
	PA
	18103

	618
	0018 - Fort Washington
	101 Fort Washington Ave.
	Fort Washington
	PA
	19034

	620
	0020 - Reading Airport
	Route 183 and Macarthur
	Reading Airport
	PA
	19605

	625
	0025 - Thorndale
	3719 E. Lincoln Highway
	Thorndale
	PA
	19372

	630
	0030 - Devon
	144 E. Lancaster Ave.
	Devon
	PA
	19333

	631
	0031 - Wind Gap
	1430 Jacobsburg Road
	Wind Gap
	PA
	18091

	700
	Jenkins Court  - Tower
	610 Old York Road
	Jenkintown
	PA
	19046

	801
	801 Market Associates
	801 Market Street
	Philadelphia
	PA
	19107

	3391
	3391 - Lancaster Squar
	100 North Queen Street
	Lancaster
	PA
	17603

	3393
	3393 - Media Office
	217 W Baltimore Pike
	Media
	PA
	19063

	3401
	3401 - Plaza
	101 N Independence Mall East
	Philadelphia
	PA
	19106

	3405
	3405 - West Chestr Off
	17 N. High Street
	West Chester
	PA
	19380

	3408
	3408 - York Square
	12 E Market St
	York
	PA
	17401

	5408
	5408 - Blair Mill Rd
	550 Blair Mill Rd.
	Horsham
	PA
	19044

	5409
	5409 - Bustleton Ave
	9501 Bustleton Ave.
	Philadelphia
	PA
	19115

	71058
	Burgettstown
	20 Main Street
	Burgettstown
	PA
	15021

	71059
	Zelienople
	100 W. Main Street
	Zelienople
	PA
	16063

	105
	0105 - Southampton
	736 Street Road
	Southampton
	PA
	18966

	509
	0009  - Abington
	1020 Old York Road
	Abington
	PA
	19001

	512
	0012  - Avondale
	102 Pennsylvania Ave.
	Avondale
	PA
	19311

	519
	0019  - Campbelltown
	119 W. Main St.
	Cambelltown
	PA
	17010

	537
	0037  - Kennett Sqre
	313 Cypress Street
	Kennett Square
	PA
	19348

	549
	0049  - Moosic
	4010 Birney Ave.
	Moosic
	PA
	18507

	551
	0051  - North End
	930 N. Charlotte St.
	Pottstown
	PA
	19464

	556
	0056  - Phoenixville
	124 Main St.
	Phoenixville
	PA
	19460

	720
	Chester Court Realty, LP
	50 West Market Street
	West Chester
	PA
	19382

	1201
	0201 - Boyertown
	Rt 100 North
	Boyertown
	PA
	19512

	1216
	0216 - Rhawnhurst
	8200 Castor Avenue
	Philadelphia
	PA
	19152

	1236
	0236 - Bensalem
	1975 Street Road
	Bensalem
	PA
	19020

	3086
	3086 - West Manchester
	1477 Carlisle Road
	York
	PA
	17404











	
						
	3385
	3385 - Bristol Office
	244 Radcliffe St
	Bristol
	PA
	19007

	3389
	3389 - Independnc Hall
	601 Chestnut St
	Philadelphia
	PA
	19106

	3392
	3392 - Lebanon
	801 Cumberland St
	Lebanon
	PA
	17042

	3647
	3647 - Hometown
	226 Claremont
	Tamaqua
	PA
	18252

	918
	0240 - One Citizens Plaza
	1 Citizens Plaza
	Providence
	RI
	02930

	5413
	5413 - Dupont Dr
	125 Dupont Dr.
	Providence
	RI
	02907

	5415
	5415 - Post Rd
	6725 Post Rd.
	North Kingstown
	RI
	02852

	71060
	Portsmouth East Main
	3033 East main Road
	Portsmouth
	RI
	02871

	140
	0140 - Simpsonville Mn
	116 NE Main Street
	Simpsonville
	SC
	29481

	2924
	3924 - Greenville Main
	201 W. McBee Street
	Greenville
	SC
	29601

	3038
	3038 -Indigo Run
	2 Lafayette Place
	Hilton Head
	SC
	29928

	3039
	3039 -Sea Pines Mn
	4  Pope Avenue
	Hilton Head
	SC
	29928

	3190
	3190 - FOREST DRIVE OFFICE
	5490 Forest Drive
	Columbia
	SC
	29206

	3191
	3191 - HARBISON OFFICE
	149 Columbiana Drive
	Irmo
	SC
	29212

	3192
	3192 - JAMES ISLAND
	540 Folly Road
	Charleston
	SC
	29412

	3411
	3411 - Bennettsvll Mai
	145 Broad St
	Bennettsville
	SC
	29512

	3413
	3413 - Charlstn 16 Brd
	16 Broad St
	Charleston
	SC
	29401

	3415
	3415 - Columbia Grystn
	101 Greystone Blvd
	Columbia
	SC
	29210

	4254
	4254-PARK AVENUE
	237 Park Ave. S.W.
	Aiken
	SC
	29801

	5123
	5123 Aiken Main Office
	167 Laurens Street
	Aiken
	SC
	29801

	5419
	5419-Hilton Hd-Pope Av-Mn Bldg
	59 Pope Ave.
	Hilton Head
	SC
	29928

	5420
	5420 - Rock Hill MO-Mn Bldng
	222 East Main St.
	Rock Hill
	SC
	29730

	3034
	3034 -Cayce Office
	1100 Knox Abbot Drive
	Cayce
	SC
	29033

	3035
	3035 -Clover Main
	116 Bethal Street
	Clover
	SC
	29710

	3043
	3043 -Rock Hill PP
	201 South Herlong Avenue
	Rock Hill
	SC
	29732

	3409
	3409 - Anderson Main
	1101 North Main Street
	Anderson
	SC
	29621

	3418
	3418 - Sumter Main
	4 North  Washington Street
	Sumter
	SC
	29150

	203
	0103 - Laurens Road
	2420 Laurens Rd
	Greenville
	SC
	29607

	201
	0101 - Brainard
	5506 Brainerd Road
	Chattanooga
	TN
	37411

	224
	224 - Forest Hill Banking Cent
	2915 Forst Hill - Irene Road
	Germantown
	TN
	38138

	5124
	5124 Murfreesboro Main
	120 E. Main Street
	Murfreesboro
	TN
	37130

	5425
	5425 - Lebanon Main-Mn Bldng
	120 W. Main
	Lebanon
	TN
	37087

	3114
	3114 -Nashville Galltn
	3940 Gallatin Pike
	Nashville
	TN
	37216

	4256
	4256-EAST COLLEGE
	302 East College
	Fayetteville
	TN
	37334

	4257
	4257-EAST WOOD STREET
	914 East Wood Street
	Paris
	TN
	38242

	4300
	4300-COOKEVILLE
	10 W Broad Street
	Cookeville
	TN
	38501

	4304
	4304-EAST CHURCH STREET
	26 East Church St
	Lexington
	TN
	38351

	4311
	4311-ROANE STREET
	200 N Roane St
	Harriman
	TN
	37748

	4312
	4312-SHELBYVILLE
	111 N Spring Street
	Shelbyville
	TN
	37160

	493
	0093 - Arlington
	4220 W. Green Oaks Blvd.
	Arlington
	TX
	76016

	494
	0094 - Ennis - Main Building
	301 W. Knox & 305 W. Baylor
	Ennis
	TX
	75119

	495
	0095-Hillsboro-Main Building
	100 E. Elm Street & 302 S.Wac
	Hillsboro
	TX
	76645

	496
	0096 - Paris - Main Building
	1161 Clarksville Street
	Paris
	TX
	75460

	497
	0097-Stephenville-Mn Bldng
	115 N. Graham Street
	Stephenville
	TX
	76401

	1074
	0074  - Nassau Bay
	2200 Nasa One Road
	Nassau Bay
	TX
	77058

	4265
	4265-SOUTH FIRST STREET
	203 S. First Street
	Lufkin
	TX
	75901

	4603
	4603 - Champions
	6333 FM 1960 West
	Houston
	TX
	77069

	4604
	4604 - Clear Lake
	16211 Space Center Boulevard
	Houston
	TX
	77062

	4605
	4605 - Cypress Station
	855 FM 1960 Road West
	Houston
	TX
	77090

	4606
	4606 - Deer Park
	1500 Center Street
	Deer Park
	TX
	77536

	4607
	4607 - Duncanville
	338 South Cedar Ridge
	Duncanville
	TX
	75116

	4608
	4608 - Galleria
	5006 Verde Valley Lane
	Dallas
	TX
	75254

	4609
	4609 - Heights
	414 West 19th Street
	Houston
	TX
	77008

	4610
	4610 - Helotes
	12850 Bandera Road
	San Antonio
	TX
	78023

	4611
	4611 - Highway 290
	15000 Northwest Freeway
	Houston
	TX
	77049

	4612
	4612 - Highway 6
	6895 Highway 6 North
	Houston
	TX
	77084

	4613
	4613 - Humble
	111 FM 1960 Bypass Road East
	Humble
	TX
	77338

	4614
	4614 - Mangum
	2201 Mangum Road
	Houston
	TX
	77092

	4615
	4615 - Northshore
	12727 East Freeway
	Houston
	TX
	77015

	4616
	4616 - Port of Houston
	8117 East Freeway
	Houston
	TX
	77029

	5126
	5126 Aransas Pass-Mn Bldng
	221 S. Commercial Street
	Aransas Pass
	TX
	78336

	5127
	5127 Brownwood - Main Building
	1 Center Avenue
	Brownwood
	TX
	76801

	5128
	5128 Carrollton-Mn Bldng
	1101 S. Josey Lane
	Carrollton
	TX
	75006

	5130
	5130 Denison
	300 W. Main Street
	Denison
	TX
	75020

	5131
	5131-Dumas Banking-Mn Bldng
	501 N. Bliss Avenue
	Dumas
	TX
	79029

	5132
	5132 Fort Sam Houston-Mn Bldng
	1422 E. Grayson Street
	San Antonio
	TX
	78208

	5133
	5133 Fort Worth East-Mn Bldng
	5651 E. Lancaster Avenue
	Fort Worth
	TX
	76112

	5134
	5134 Greenspoint
	12400 Interstate 45 North
	Houston
	TX
	77060

	5135
	5135 Mission - Main Building
	1101 N. Conway Avenue
	Mission
	TX
	78572

	5136
	5136 Mount Pleasant
	302 N. Jefferson Avenue
	Mt. Pleasant
	TX
	75455

	5427
	5427 - Beaumont-Mn Bldng
	2635 Broadway
	Beaumont
	TX
	77702

	5430
	5430 - Harlandale-Mn Bldng
	111 Rayburn
	San Antonio
	TX
	78221

	5432
	5432 - Nederland-Mn Bldng
	1308  Boston Avenue
	Nederland
	TX
	77627

	5433
	5433 - Northern Hills-Mn Bldng
	11714 Perrin Beitel
	San Antonio
	TX
	78217

	5436
	5436  - Steeplechase-Mn Bldng
	11025 FM 1960 W
	Houston
	TX
	77065

	5438
	5438 - Witchita Falls-Mn Bldng
	2733 Midwestern Pky.
	Wichita Falls
	TX
	76308

	923
	923 - Dripping Springs
	721 Highway 290 West
	Dripping Springs
	TX
	78620

	3195
	3195 - Stonebriar
	9151 Warrent Parkway
	Frisco
	TX
	75035

	4261
	4261-FREDONIA STREET
	213 N. Fredonia Street
	Longview
	TX
	75601

	4262
	4262-KILGORE STREET
	910 N. Kilgore Street
	Kilgore
	TX
	75662

	4264
	4264-NACOGDOCHES
	300 E. Main
	Nacogdoches
	TX
	75961

	5435
	5435 - Shoal Creek-Mn Bldng
	7900 Shoal Creek
	Austin
	TX
	78757

	2931
	2931 - Parkside Marketplace
	10791 W. Broad Street
	Glen Allen
	VA
	23060











	
						
	3196
	3196 - CENTERVILLE
	27 Broad Street
	Manakin-Sabot
	VA
	23103

	3197
	3197 - CHESTER
	4023 W. Hundred Road
	Chester
	VA
	23831

	3206
	3206 - VIRGINIA BEACH SHORE
	2993 Shore Dr.
	Virginia Beach
	VA
	23103

	3420
	3420 - Amherst Sth Mn
	258 S Main St
	Amherst
	VA
	24521

	3422
	3422 - Blacksburg
	200 N Main St
	Blacksburg
	VA
	24060

	3423
	3423 - Brookneal
	227 Main St
	Brookneal
	VA
	24528

	3425
	3425 - Christnsburg Mn
	4 E Main St
	Christainsburg
	VA
	24073

	3427
	3427 - Clintwood
	80 MaIin Street
	Clintwood
	VA
	24228

	3429
	3429 - Market St Offic
	141 E Market St
	Harrisinburg
	VA
	22801

	3433
	3433 - VA Beach Pembrk
	125 Independence Blvd
	Virginia Beach
	VA
	23462

	3438
	3438 - WVOC-Four Story
	7711 Plantation Rd
	Roanoke
	VA
	24019

	3616
	3616 - Staples Mill
	8727 Staples Mill Road
	Richmond
	VA
	23228

	5142
	5142 Old Hampton
	1 W. Queens Way
	Hampton
	VA
	23669

	5439
	5439 - Abingdon-Mn Bldng
	271 West Main Street
	Abingdon
	VA
	24210

	5441
	5441-Coliseum-Rvrdl-Mn Bldng
	2030 Coliseum Drive
	Hampton
	VA
	23666

	5442
	5442 - Fairfax Courthouse
	10440 Main St.
	Fairfax
	VA
	22030

	5443
	5443 - Orange - Main Building
	113 West Main St.
	Orange
	VA
	22960

	5445
	5445-Robinson & Broad-Mn Bldng
	2601 W Broad St.
	Richmond
	VA
	23220

	915
	2110 - Leesburg
	504 Market Street East
	Leesburg
	VA
	20176

	3067
	3067  - Abngdn Wall
	102 Wall Street SW
	Abingdon
	VA
	24210

	3087
	3087 - Route 360
	10101 Hull Street Road
	Richmond
	VA
	23236

	3089
	3089 - Richmond West
	7605 W. Broad Street
	Richmond
	VA
	23294

	3093
	3093 - Highland Sprngs
	109 E. Nine Mile Road
	Highland Sprngs
	VA
	23075

	3098
	3098 - Country Club Rd
	1880 E. Market Street
	Harrisonburg
	VA
	22801

	3099
	3099 - Sycamore Sprngs
	13700 Midlothian Turnpike
	Midlothian
	VA
	23113

	3430
	3430 - N Washngtn Brch
	330 N Washington St
	Alexandria
	VA
	22314

	3437
	3437 - Williamsburg Mn
	1006 Richmond Rd
	Williamsburg
	VA
	23185

	71061
	Pearl St - Essex Junction
	84 Pearl Street
	Essex Junction
	VT
	05452

	5145
	5145 Aberdeen Bldg/BR
	101 E. Market Street
	Aberdeen
	WA
	98520

	5148
	5148 Bellingham
	112 E. Holly Street
	Bellingham
	WA
	98255

	5149
	5149 Bremerton
	1000 6th Street
	Bremerton
	WA
	98337

	5155
	5155 Richland - Main Building
	1007 Knight Street
	Richland
	WA
	99352

	5156
	5156 Spokane Bankcard
	1616 S. Rustle Road
	Spokane
	WA
	99224

	5158
	5158 Walla Walla-Mn Bldng
	111 W. Main Street
	Walla Walla
	WA
	99362

	5170
	5170 Bank America Finc - Sub-L
	601 W. Riverside Avenue
	Spokane
	WA
	99201

	5446
	5446 - Camas - Main Building
	528 N.E. 4th
	Camas
	WA
	98607

	5448
	5448 - Clarkston-Mn Bldng
	648 6th St.
	Clarkston
	WA
	99403

	5449
	5449 - Edmonds - Main Building
	306 Main St.
	Edmonds
	WA
	98020

	5450
	5450 - Greenwood-Mn Bldng
	404 N. 85th St.
	Seattle
	WA
	98103

	5452
	5452 - Kennewick-Mn Bldng
	3420 W Kennewick Ave.
	Kennewick
	WA
	99336

	5454
	5454 - Lynden - Main Building
	700 Front St.
	Lynden
	WA
	98264

	5457
	5457 - Port Townsend
	734 Water St.
	Port Townsend
	WA
	98368

	5458
	5458 - Quincy - Main Building
	500 Central Ave. South
	Quincy
	WA
	98848

	5460
	5460 - Sequim - Main Building
	114 S. Sequim Ave.
	Sequim
	WA
	98382

	5461
	5461-Wenatchee Valley-Mn Bldng
	30 South Wenatchee Ave.
	Wenatchee
	WA
	98801

	5462
	5462 - Ballard - Main Building
	2010 NW Market St.
	Seattle
	WA
	98107

	5157
	5157 University
	4701 University Way N.E.
	Seattle
	WA
	98105











Annex B


Reports
1.Monthly U.S. GAAP Financial Statements shall be prepared on a consolidated basis, in sub-portfolio groups and/or on a individual property basis in such form as approved by Company, which shall include, among other things, balance sheet, thirteen (13) month income statement with year-to-date actual to budget comparison with explanation of unusual fluxes in thirteen (13) month trend income statement trends (until such time as the Company has had control of the properties for thirteen (13) months, such income statement shall include historical information on the Properties prior to control by the Company), report summarizing any capital expenditures and repair and maintenance which year-to-date are greater than $100,000,  supporting depreciation and amortization schedule, FAS13 schedules, and support for significant balance sheet items schedules (in same groupings consolidated basis, in sub-portfolios and/or on individual property basis) such as accounts payable accruals, property taxes, insurance, prepaids, and allowance for doubtful accounts.  See Exhibit __ for GAAP Report Table of Contents and Accrual Basis Report Checklist for a complete listing of required reports.   Both the GAAP Report Table of Contents and Accrual Basis Report Checklist is required to be signed by both the preparer of the financial statements and their supervisor as representation that the reports are accurate and complete.
2.    Quarterly Financial Statements shall be prepared in a manner consistent with Item 1 above.  In addition, Manager shall provide any information, including supporting back-up schedules/information, as required to complete the Company's quarterly 10-Q and board packages, including among other things:
(a)    Consolidated Properties portfolio balance sheet, income statement and statement of cash flow
(b)    Five (5) year and thereafter minimum rent schedule
(c)    Five (5) year and thereafter minimum principal paydown schedule
(d)    Schedule of lease expirations by year based on rsf and annualized base rent
(e)    Base information on lease terms, location, industry, annual base rent and rsf on Top Ten (10) Tenants in the Properties portfolio
(f)    Breakout of portfolio by annualized base rent and rsf by geographic and industry dispersion
(g)    Net absorption data for the Properties portfolio by month for a trailing and forward twelve (12) months

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(h)    Variances explanations for significant fluctuations between current quarter and current year to date numbers compared to prior year quarter and prior year to date numbers
(i)    Other information as requested.
3.    Annual U.S. GAAP Financial Statements:  As soon as practicable, and in any event within seven (7) working days of December 31st, the manager shall deliver annual accrual basis financial statements prepared in a manner and form consistent with Items 1 and 2  above.  In addition, Manager shall provide any information as required to complete the Company's annual audited financial statements and 10-K.
4.    Annual E&P and Tax Return information:  In addition to Item 3 above, Manager shall provide FAS depreciation schedules on a E&P basis no later than seven (7) business days prior to January 31st and any other information as requested to allow the Company to prepare an annual E&P estimate for purposes of meeting its 1099-DIV requirements to its investors.  In addition, fifteen (15) days after year end numbers have been finalized, FAS depreciation schedules which sort and summarize information by year placed in service and depreciable life categories on a tax basis and other information as requested to allow the Company to prepare its annual tax returns.
5.    Manager shall provide to Company information relating to requirements under any repurchase agreements Consistent with Past Practices.





41






ANNEX C
Property Performance Report
(See attached)



42






43






		
	1
	Rental Income: 
Variance under $10K and 2%.


		
	2
	CAM Revenue: 
Budgeted CAM recovery rate is 36.65% and actual calculated budgeted CAM recovery rate is only 25.97%.


		
	3
	Direct Billable: 
Favorable variance due to a catch up billing to Public Storage for historic utility usage. Meters serving Public Storage's space were being paid by the building rather than the Tenant, which should be their responsibility per the lease. PM is in the process of shifting the meter into the Tenant's name.


		
	4
	Operating Expenses: 
Favorable variance mainly driven by Landscaping ($28K) due to snow removal expenses not being incurred as anticipated.





44




ANNEX D
Example of the Calculation
of the Threshold Value Profits Participation
(See attached)

45




	
								
	 
	 
	 
	 
	 
	 

	ANNEX D

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Example of Threshold Value Profits Participation Calculation:
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Company Portfolio Equity Value:
	 
	 
	 
	 
	 

	Plus:  Net Sales Value (1)
	 
	 
	 
	$
	1,785,712,173
	

	 

	Plus:  Fair Value of Company Assets (Cash)
	 
	 
	 
	5,000,000
	

	 

	Plus:  Fair Value of Company Assets (Reserves)
	 
	 
	 
	10,000,000
	

	 

	Plus:  Fair Value of Company Assets (Defeasance Securities)
	 
	 
	 
	93,623,166
	

	 

	Plus:  Fair Value of Company Assets (Letters of Credit)
	 
	 
	 
	52,104,825
	

	 

	Plus:  Fair Value of Company Assets (All Other Net Assets)
	 
	 
	 
	54,293,967
	

	 

	Less:  Mortgage Debt as of 9/1/2011
	 
	 
	 
	(1,546,125,357
	)
	 

	Plus:  Mortgage Debt Principal Amortized from 9/1/2011 until Threshold Measurement Date
	 
	75,000,000
	

	 

	Total Company Portfolio Equity Value
	 
	 
	(A)
	529,608,774
	

	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Base Threshold
	 
	 
	 
	375,000,000
	

	 

	Plus:  New Cash Contributions Into Company (excluding $154.0 Million of Cash in Company on 9/1/2011)
	 
	-
	

	 

	Less:  Cash Distributions Out of Company
	 
	 
	 
	-
	

	 

	Total Threshold
	 
	 
	(B)
	375,000,000
	

	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Excess over Total Threshold
	 
	 
	(A) - (B)
	154,608,774
	

	 

	Participation
	10%
	 
	 
	15,460,877
	

	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Greater of 10% Participation or $3.5 Million:
	 
	 
	 
	 
	 

	10% Participation
	 
	 
	 
	15,460,877
	

	 

	 
	 
	 
	 
	 
	 

	Total Calculated Threshold Value Profits Participation
	 
	 
	 
	$
	15,460,877
	

	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Minimum Threshold Value Profits Participation
	 
	 
	 
	$
	3,500,000
	

	 

	Maximum Threshold Value Profits Participation
	 
	 
	 
	$
	12,000,000
	

	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Threshold Value Profits Participation = Greater of 10% Participation Amount or $3.5 Million, Capped at $12.0 Million
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Total Threshold Value Profits Participation
	 
	 
	 
	$
	12,000,000
	

	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Notes:
	 
	 
	 
	 
	 

	(1)  Represents a hypothetical residual value less any reasonable third party costs of sale.
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 







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