exv10w57






Exhibit 10.57




REDEMPTION OF MEMBERSHIP INTERESTS AGREEMENT




          This Redemption of Membership Interests Agreement(this “Agreement”) is made as of the
25th day of November, 2009 by and between COLONIAL OFFICE JV LLC, a Delaware limited
liability company, having an address at 2101 6th Avenue North, Suite 750, Birmingham,
Alabama 35203 (“Member”) and CRTP OP LLC, a Delaware limited liability company, having an
address c/o DRA Advisors LLC, 220 East 42nd Street, New York, New York 10017 (the
“Company”) and DRA CRT ACQUISITION CORP., a Delaware corporation, having an address c/o DRA
Advisors LLC, 220 East 42nd Street (27th Floor), New York, New York 10017
(“DRA Member”).



W I T N E S S E T H :




          WHEREAS, Member, as owner of a fifteen percent (15%) membership interest (the “Colonial
Membership Interests”) and DRA Member, as owner of an eighty-five percent (85%) membership
interest, are the sole members of the Company, pursuant to that certain Amended and Restated
Limited Liability Company Agreement dated as of September 27, 2005 as amended by the First
Amendment to Amended and Restated Limited Liability Company Agreement dated as of December 30, 2008
(as amended, the “LLC Agreement”); and



          WHEREAS, the Company directly or indirectly through wholly owned subsidiaries, and the Company
together with third party joint venture partners directly or indirectly through wholly owned
subsidiaries (each such subsidiary directly owning real property interests, an “Owner,” and
collectively, the “Owners”) owns, one hundred (100%) percent of the real property interests
including those listed on Exhibit 2 attached hereto (together with the land and all of the
Owner’s right, title and interest in and to any and all associated real and personal property and
appurtenant rights and all items of tangible personal property which are located thereon and owned
by the applicable Owner, collectively, the “Property”);



          WHEREAS, Colonial Realty Limited Partnership (“Colonial Guarantor”), an affiliate of
Colonial, is a guarantor under the Limited Guaranty (the “Guaranty”) entered into in
connection the Promissory Note secured by that certain Deed to Secure Debt from CRT/McGinnis
Office, Ltd., each dated December 30, 2008, delivered by Colonial Guarantor to Wells Fargo Bank,
National Association for the existing debt encumbering the Property known as McGinnis Park located
in Alpharetta, Georgia (“McGinnis”); and



          WHEREAS, the Company has agreed to redeem the Colonial Membership Interests and Member has
agreed to transfer, assign and convey all of its right, title and interest in the Colonial
Membership Interests to the Company to effectuate such redemption on the date of the Membership
Closing (as hereinafter defined), subject to the terms and conditions of this Agreement.



 









 





          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Member, the Company and the DRA Member hereby agree as follows:



          1. Intentionally Deleted.



          2. Upon the terms and subject to the conditions set forth in this Agreement and in reliance
upon the representations, warranties, covenants and conditions contained in this Agreement, on the
date of the Membership Closing, Member shall convey, assign, transfer and deliver to the Company,
and the Company shall redeem and accept from Member, the Colonial Membership Interests. The
parties intend that the Membership Closing as defined in this Agreement shall occur simultaneously
with the “Membership Closing” as defined in that certain Agreement for Purchase of Membership
Interests, dated as of the date hereof by and between the Company and ACP Fitness Center LLC, as
seller, and the Member and Colonial Properties Services Inc., as purchaser, of the Company’s one
hundred (100%) percent membership interests in CRT Ravinia MZ LLC and ACP Fitness Center LLC’s
fifty (50%) percent membership interests in TRC Holdings LLC (“Ravinia Sale Agreement”).



          3. The redemption value for the Colonial Membership Interests shall be Seven Million Six
Hundred Twenty Thousand Six Hundred Thirty-four Dollars ($7,620,634.00), which reflects adjustments
pursuant to Section 7 below, and shall form part of the purchase price pursuant to Section 3 of the
Ravinia Sale Agreement.



          4. The closing of the redemption of the Colonial Membership Interests shall occur as of the
date hereof (the “Membership Closing”) and in connection therewith:




	 	(a)	 	Member shall execute and deliver (or cause to be executed and
delivered) to the Company two (2) original counterparts of:





               (i) an Assignment and Assumption of Colonial Membership Interests, in the form annexed hereto
as Exhibit 1 (the “Assignment”), as assignor;



               (ii) a duly executed certificate of Member in the applicable form set forth in Treasury
Regulations §1.1445-2(b)(2);



               (iii) the settlement statement reflecting the prorations and adjustments required under
Section 7 of this Agreement (the “Closing Statement”); and



               (iv) a secretary’s certificate from a secretary of Member or the authorizing entity,
certifying the legal existence and good standing of Member in the State of Delaware and the power
and authority of the relevant entity on behalf of Member to execute and deliver this Agreement and
all other documents contemplated in connection therewith, and to perform all obligations of Member
hereunder and thereunder.




	 	(b)	 	The Company shall execute and deliver (or cause to be
executed and delivered) to Member two (2) original counterparts of:




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               (i) the Assignment, as assignee;



               (ii) the Closing Statement; and



               (iii) a secretary’s certificate from a secretary of the Company or the authorizing entity,
certifying the legal existence and good standing of the Company in the State of Delaware and the
power and authority of the relevant entity on behalf of the Company to execute and deliver this
Agreement and all other documents contemplated in connection therewith, and to perform all
obligations of the Company hereunder and thereunder.



          5.  (A) Member represents and warrants to the Company and the DRA Member as of the date hereof
that:



                (a) The Colonial Membership Interests represent all of Member’s right, title and interest in
and to the Company.



                (b) Member has not transferred, assigned or conveyed all or any portion of the Colonial
Membership Interests to a third party and the Colonial Membership Interests are free and clear of
all pledges, liens, security interests, encumbrances and restrictions whatsoever, other than those
created by DRA Member on behalf of the Company.



               (c) Member has not granted any right or option to acquire the Colonial Membership Interests to
any third party (other than to the Company or DRA Member hereunder or under the LLC Agreement) and
there are no outstanding obligations to issue, sell, or grant any rights to acquire any equity or
ownership interests in the Colonial Membership Interests (other than to the Company or DRA Member
hereunder or under the LLC Agreement).



                (d) Member is the sole record and beneficial owner of, and has good title to, the Colonial
Membership Interests and Member has the full right, power and authority to transfer title thereto
to the Company pursuant to this Agreement.



                (e) There are no claims, actions, suits or proceedings, or, to Member’s knowledge,
investigations, whether governmental or private, pending, or to Member’s knowledge, threatened or
contemplated against or affecting Member or the Colonial Membership Interests that would, if
adversely determined, have an adverse effect on the Colonial Membership Interests or the ability of
Member to perform its obligations under this Agreement.



                (f) Member is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware. All requisite limited liability company action
has been taken by Member in connection with entering into this Agreement and the performance of its
obligations hereunder, and Member has the full right, power and authority to enter into this
Agreement and perform its obligations hereunder and to execute, deliver and perform, and enter into
and consummate, all of the documents and transactions contemplated by this Agreement.



                (g) The execution, delivery and performance of this Agreement by Member does not, and the
consummation of the transactions contemplated herein and compliance with the terms of this
Agreement will not, (i) conflict with the organizational



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documents of Member, or (ii) violate or conflict with any law or governmental regulation
applicable to Member.




               (h) Member has filed and will file all tax returns required to be filed, and due to be filed,
by Member with respect to income taxes pertaining to the Company, and has paid and will pay when
due and payable all income taxes of Member pertaining to the Company.



               (i) (1) To Member’s knowledge, Member is in compliance with the requirements of Executive
Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar
requirements contained in the rules and regulations of the Office of Foreign Assets Control,
Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive
Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation,
or orders are collectively called the “Orders”) and (2) neither Member nor to Member’s
knowledge, any beneficial owner of Member (other than public shareholders of any entity traded on
any U.S. stock exchange, as to which Member makes no representations or warranties) is (x) listed
on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the
Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any
of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are
collectively referred to as the “Lists”), (y) a person or entity who has been determined by
competent authority to be subject to the prohibitions contained in the Orders, or (z) owned or
controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person
or entity who has been determined by competent authority to be subject to the prohibitions
contained in the Orders.



               (j) The Member does not own and it has never owned any assets or properties other than the
Colonial Membership Interests. Member has not carried on any material business or conducted any
material operations other than with respect to the Colonial Membership Interests or the Property.



               (k) Neither Member nor its affiliates has taken any unilateral, material action in excess of
the authority granted to such entity in the LLC Agreement or any management agreement between
Member or its affiliates and Owner with respect to the Property.



               (l) Member has delivered to DRA Member all notices of default or claims sent or received by
Member or its affiliates with respect to the Property, the Colonial Membership Interests or
agreements to which Member (or its affiliates), the Company, the Owners or DRA Member is a party.



               (m) Member has delivered to DRA Member fully executed copies of all leases entered into by
Member in accordance with Section 5.2(d) of the LLC Agreement.



               (B) The representations and warranties of Member contained in Section 5(A)(a)-(i) shall
survive the Membership Closing. The representations and warranties of Member contained in Section
5(A)(j)-(m) shall survive the Membership Closing until December 31, 2010. Any representations or
warranties in this Section 5 that are qualified to “Member’s knowledge” shall mean to the knowledge
of the Member Knowledge Parties.
Member shall have no liability to the Company or DRA Member with respect to any breach of



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any representations or warranties contained in Section 5(A) of which Valla Brown or Jodi Dellisanti
had actual knowledge prior to Membership Closing, after due inquiry of the appropriate party or
parties (each individually, a “Company Knowledge Party”, collectively, the “Company
Knowledge Parties”).




          6. (A) DRA Member represents and warrants to Member as of the date hereof that:



               (a) The Company is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware. All requisite limited liability company action
has been taken by the Company in connection with entering into this Agreement and the performance
of its obligations hereunder, and the Company has the full right, power and authority to enter into
this Agreement and perform its obligations hereunder and to execute, deliver and perform, and enter
into and consummate, all of the documents and transactions contemplated by this Agreement.



               (b) The execution, delivery and performance of this Agreement by the Company does not, and the
consummation of the transactions contemplated herein and compliance with the terms of this
Agreement will not, (i) conflict with the organizational documents of the Company, (ii) violate or
conflict with any law or governmental regulation applicable to the Company or (iii)
result in a breach of any of the terms or provisions of, or constitute a default under any
contract, document, instrument or agreement (other than mortgage loans addressed in Section 9(c))
by which the Company, Owner or the Property is bound.



               (c) To DRA Member’s knowledge, there are no claims, actions, suits, proceedings or
investigations, whether governmental or private, pending or threatened or contemplated against or
affecting DRA Member or the Company that would, if adversely determined, have a material adverse
effect on the ability of the Company to perform its obligations under this Agreement.



               (B) The representations and warranties of DRA Member contained in Section 6(A)(a), (b)(i) and
(ii) and (c) shall survive the Membership Closing. The representation and warranty of the DRA
Member contained in Section 6(A)(b)(iii) shall survive the Membership Closing until December 31,
2010 and shall relate only to contracts, documents, instruments or agreements first binding on the
Company, Owner or the Property after September 27, 2005. Any representations or warranties in this
Section 6 that are qualified to “DRA Member’s knowledge” shall mean to the knowledge of the Company
Knowledge Parties. The Company shall have no liability to the Member with respect to any breach of
any representations or warranties contained in Section 6(A) of which Bo Jackson, Jim Maher, or
Robbin Pearson had actual knowledge prior to Membership Closing, after due inquiry of the
appropriate party or parties which shall include inquiry with the property managers (each a
“Property Manager” and, collectively, the “Property Managers”) under all management
agreements at the Property (each individually, a “Member Knowledge Party”, collectively,
the “Member Knowledge Parties”).



          7. All items of adjustment shall be allocated as set forth on the Closing Statement. Unless
adjusted in accordance with the preceding sentence, all income received and expense payable by the
Company after the Membership Closing whether attributable to the period prior to or after the date
of the Membership Closing shall be credited or charged one



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hundred (100%) percent to DRA Member. Notwithstanding anything to the contrary set forth in
the LLC Agreement or this Agreement, Member shall not be entitled to any cash flow or any other
distributions under the LLC Agreement.




          8. In addition to the obligations imposed and covenants made by Member in this Agreement,
Member covenants and agrees that after the Membership Closing that Member shall (i) deliver to the
Company or its designee all records, books of account, files and other documents of the Company and
its subsidiaries in Member’s (or its affiliates’) possession and control and (ii) reasonably
cooperate with the Company, at the Company’s expense, to the extent necessary for the Company to
notify banks and other institutions holding accounts of the Company and the Owners of the
transactions contemplated by this Agreement, to remove any account signatories that were designated
by Member or its affiliates and to change control of such accounts to DRA Member or the Company or
its designees, and Member agrees that neither it nor any affiliate thereof shall draw on such
accounts from and after Membership Closing.



          9. (a) Notwithstanding anything contained in the LLC Agreement to the contrary, from and after
the Membership Closing, subject to the knowledge qualification in Section 6(B), the Company shall
hold harmless, indemnify and defend Member, Colonial Guarantor, their respective affiliates, and
their respective officers, directors, partners, managers, members, employees, agents and
representatives from and against any losses, liabilities, costs, damages and expenses (including
reasonable attorneys’ fees, charges and disbursements) (collectively, “Losses”) arising out
of or resulting from claims under, or enforcement of, the Guaranty except where the Losses arise by
reason of the misfeasance or malfeasance attributable to the actions or inactions of Colonial
Guarantor, Member, or an affiliate thereof, all for which Member shall be responsible, unless the
misfeasance or malfeasance of the Colonial Guarantor, Member, or an affiliate thereof (other than
Property Manager) occurs after the Membership Closing. The foregoing indemnity shall terminate
upon the earlier to occur of (i) the release of Colonial Guarantor, and (ii) the release or payment
in full of the existing debt at McGinnis.



               (b) From and after the Membership Closing, subject to the knowledge qualification in Section
6(B), the Company shall indemnify, protect, defend and hold Member, its affiliates, and their
respective officers, directors, partners, managers, members, employees, agents and representatives
but not the Property Managers, harmless from and against any Losses arising out of or resulting
from (i) the material breach of any of the Company’s representations or warranties set forth herein
and (ii) the material non-compliance with or failure to perform any covenant or agreement of the
Company or DRA Member contained herein. The survival period for the indemnity in Section 9(b)(i)
shall run coterminous with the corresponding representation survival period set forth in Section
6(B). The Company shall have no liability to Member or its affiliates, and their respective
officers, directors, partners, managers, members, employees, agents and representatives under this
indemnity relating to the representation and warranty in Section 6(b)(iii) (the “Redemption
Consent Indemnity”) in excess of the DRA Cap (as defined in the Ravinia Sale Agreement), in the
aggregate. Notwithstanding anything contained herein or in the Ravinia Sale Agreement to the
contrary, the Company’s and Seller’s (as defined in the Redemption Agreement) aggregate liability
under the Title Indemnity (as defined in the Ravinia Sale Agreement) and the Redemption Consent
Indemnity shall in no event exceed the amount of the DRA Cap, in the aggregate.



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               (c) From and after the Membership Closing, the Company shall indemnify, protect,
defend and hold Member, its affiliates, and their respective officers, directors, partners,
managers, members, employees, agents and representatives harmless from and against any Losses
arising out of or resulting from the Company’s failure to provide notice of the transactions
contemplated by this Agreement to the mortgage lenders of mortgage debt encumbering the Property to
which Owner is a party.



               (d) From and after the Membership Closing, subject to the knowledge qualification in
Section 5(B), Member shall indemnify, protect, defend and hold the Company, its affiliates, and
their respective officers, directors, partners, managers, members, employees, agents and
representatives, harmless from and against any Losses arising out of or resulting from (i) the
material breach of any of Member’s representations or warranties set forth herein, or (ii) the
material non-compliance with or failure to perform any covenant or agreement of Member contained
herein. The survival period for the indemnity in Section 9(d)(i) shall run coterminous with the
corresponding representation survival period set forth in Section 5(B).



               (e) If the Protected Party learns of any event, occurrence or state of facts by which any
indemnification (an “Indemnification”) is likely to apply, the protected party (the
“Protected Party”) shall give prompt written notice thereof to the responsible party (the
“Responsible Party”) and the Responsible Party shall have a commercially reasonable
opportunity and commercially reasonable period of time to take such action (including legal action
or defenses) as may be appropriate or necessary to fulfill its obligations hereunder, and the
Protected Party shall reasonably cooperate with the Responsible Party’s investigation and defense
of any claim involved in the Indemnification, at no cost (other than de minimus) to the Protected
Party. The Responsible Party shall be entitled to control the defense of any third party claim,
including the selection of counsel (subject to the Protected Party’s reasonable approval), in each
case at the Responsible Party’s expense. If a Responsible Party is not adequately or properly
defending the defense of any third party claim, as determined by the Protected Party in its
reasonable discretion, Protected Party may so defend with their selected counsel at the expense of
the Responsible Party with legal fees to be paid by the Responsible Party on demand. The Protected
Party shall not be entitled to settle any such third party claim without the Responsible Party’s
approval, not to be unreasonably withheld, conditioned or delayed, and the Responsible Party’s
Indemnification obligation shall not apply to any settlement consummated without the Responsible
Party’s consent, unless any such settlement by the Protected Party is the result of the Responsible
Party’s default of its obligations under this Section 9(e).



          10. Although the parties contemplate that no so-called transfer taxes or documentary stamp
taxes for any State in which any portion of the Property is located will be imposed as a result of
the transactions contemplated by this Agreement, Member and DRA Member (on behalf of the Company)
each agree to pay fifty (50%) percent of such taxes to the extent so imposed.



          11. All notices, demands or other communications given hereunder shall be in writing and shall
be deemed to have been duly delivered (i) upon the delivery (or refusal to accept delivery)
by messenger or overnight express delivery service (or, if such date is not on a business day, on
the business day next following such date), or (ii) upon the receipt by facsimile
transmission as evidenced by a receipt transmission report, followed by delivery by one of the



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means identified in (i) above, addressed as follows:




	 	 	 
	If to the Company or

to DRA Member, to:

	 	c/o DRA Advisors LLC

220 East 42nd Street 27th floor

New York, NY 10017

Attention: Brian Summers

Facsimile: (212) 697-7404
	 
	 	 
	and with a copy to

(which shall not

constitute notice):

	 	Blank Rome LLP

405 Lexington Avenue

New York, NY 10174

Attention: Martin Luskin, Esq.

Facsimile: 917-332-3714
	 
	 	 
	If to Member, to:

	 	Colonial Realty Limited Partnership

2101 6th Avenue North, Suite 750

Birmingham, Alabama 35203

Attention: Reynolds Thompson

Facsimile: 205-986-6936
	 
	 	 
	with a copy to

(which shall not 

constitute notice):

	 	Hogan & Hartson LLP

555 13th Street, N.W.

Washington, DC 20004

Attention: Paul Manca

Facsimile: (202) 637-5910





Any party may, by notice given as aforesaid, change the address or addresses, or designate an
additional address or additional addresses, for its notices, provided, however, that no notice of a
change of address shall be effective until actual receipt of such notice.




          12. Except as otherwise provided in this Agreement, any property management agreement between
an Owner and Property Manager, and except for fraud, from and after the Membership Closing, DRA
Member and the Company hereby release and forever discharge Member and its directors, officers,
shareholders, members, managers, employees, agents, representatives, subsidiaries, affiliated
companies, successors and assigns but not the Property Managers of and from any and all rights to
indemnification, claims, demands, actions, causes of action, liabilities, damages, expenses and
suits of every kind, character and description, known or unknown, at law or in equity, which DRA
Member or the Company may have had at any time heretofore, may have now or may have at any time
hereafter, arising from, relating to, resulting from or in any manner incidental to any and every
matter, thing or event whatsoever occurring or failing to occur at any time in the past up to and
including the date of this Agreement with respect to Member’s ownership of the Colonial Membership
Interests



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and/or participation as a member of the Company and, by receipt of the consideration to be
received by Member and the Colonial Membership Interests to be received by the Company at the
Membership Closing, up to and including the Membership Closing. Except as otherwise provided in
this Agreement and except for fraud, from and after the Membership Closing, Member hereby releases
and forever discharges DRA Member, the Company, any Owner and their respective directors, officers,
shareholders, members, managers, employees, agents, representatives, subsidiaries, affiliated
companies, successors and assigns of and from any and all rights to indemnification, claims,
demands, actions, causes of action, liabilities, damages, expenses and suits of every kind,
character and description, known or unknown, at law or in equity, which Member may have had at any
time heretofore, may have now or may have at any time hereafter, arising from, relating to,
resulting from or in any manner incidental to any and every matter, thing or event whatsoever
occurring or failing to occur at any time in the past up to and including the date of this
Agreement with respect to Member’s ownership of the Colonial Membership Interests and, by receipt
of the consideration to be received by Member and the Colonial Membership Interests to be received
by the Company at the Membership Closing, up to and including the Membership Closing.



          13. Except as may be reasonably required to comply with applicable law, governmental
regulation, court process or obligations pursuant to any listing agreement with any national
securities exchange, each of Member, the Company and DRA Member shall use its commercially
reasonable efforts to consult with the other before issuing, and provide the other the opportunity
to review and comment upon, any press release or other written public statement that contains a
description of the transactions hereunder and shall not issue any such press release or make any
such written public statement prior to such consultation. Without expanding or limiting the
foregoing, the parties shall be entitled to discuss, on a confidential basis, the terms of the
transactions and the other information contained herein with rating agencies and potential sources
of financing for consummation of the transactions contemplated hereby, as well as with any of their
respective members, partners or other equity holders and their respective agents and
representatives.



          14. This Agreement may be executed in two or more counterparts and each of such counterparts,
for all purposes, shall be deemed to be an original but all of such counterparts together shall
constitute but one and the same instrument, binding upon all parties hereto, notwithstanding that
all of such parties may not have executed the same counterpart. Facsimile counterparts shall be
binding.



          15. This Agreement shall be construed under and in accordance with the laws of the State of
Delaware, without regard to its principles of conflicts of law.



          16. Member, DRA Member and the Company shall from time to time after the Membership Closing,
each at its sole cost and expense (except as otherwise set forth in this Agreement), take such
actions as may be reasonably required to accomplish the transactions contemplated by this
Agreement. DRA Member and the Company shall use commercially reasonable efforts, but at no expense
or additional liability thereto, to assist Member in obtaining a written release of all obligations
of Colonial Guarantor under the Guaranty in form and substance reasonably satisfactory to Member
and Colonial Guarantor within 30 days following the Membership Closing or as soon as reasonably
practicable thereafter.



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          17. Each of the parties hereto represents and warrants to the other that no broker or finder
was engaged or dealt with in connection with any of the transactions contemplated by this
Agreement, and each of the parties shall indemnify and hold the other harmless from and against any
and all claims or liabilities asserted by or on behalf of any alleged broker or finder for broker’s
fees, finder’s fees, commissions or like payments.



          18. Member, DRA Member and the Company hereby agree to the waiver of all provisions of the LLC
Agreement that would preclude, or would be breached or violated by, the consummation of the
transactions contemplated hereby.



          19. Except as expressly set forth in this Agreement, this Agreement is for the sole benefit of
the parties to this Agreement and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other party any legal or equitable right, benefit or remedy of any nature
whatsoever.



          20. This Agreement, including the attachments and exhibits hereto, constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, letters of intent, negotiations and discussions, whether oral or
written, of the parties, and there are no warranties, representations or other agreements, express
or implied, made to any party by any other party in connection with the subject matter hereof
except as specifically set forth herein or in the documents delivered pursuant hereto or in
connection herewith.



          21. No supplement, modification, waiver or termination of this Agreement shall be binding
unless executed in writing by the parties to be bound thereby. No waiver of any provision of this
Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly
provided.



          22. Except to the extent provided otherwise in Section 10, all fees, costs and expenses
incurred by any party hereto in connection with this Agreement shall be borne by such party.



          23. No party shall have the right, power or authority to assign any portion of this Agreement
or its rights hereunder or to delegate any duties or obligations arising under this Agreement,
voluntarily, involuntarily or by operation of law, without the other party’s prior written consent.



          24. Any provision or part of this Agreement which is invalid or unenforceable in any situation
in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the
extent of such invalidity and shall not affect the enforceability of the remaining provisions
hereof or the validity or enforceability of any such provision in any other situation or in any
other jurisdiction.



          25. As used in this Agreement, any reference to the masculine, feminine or neuter gender shall
include all genders, the plural shall include the singular, and singular shall include the plural.
Unless the context otherwise requires, the term “party” when used in this



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Agreement means a party to this Agreement. References in this Agreement to a party or other
person or entity include their respective successors and permitted assigns. The words “include,”
“includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase
“without limitation” unless such phrase otherwise appears. Unless the context otherwise requires,
references in this Agreement to Sections, Attachments and Exhibits shall be deemed references to
Sections of, and Attachments and Exhibits to, this Agreement. Unless the context otherwise
requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this
Agreement refer to this Agreement in its entirety and not to any particular Section or provision of
this Agreement. With regard to each and every term and condition of this Agreement, the parties
understand and agree that the same have or has been mutually negotiated, prepared and drafted, and
that if at any time the parties desire or are required to interpret or construe any such term or
condition or any agreement or instrument subject thereto, no consideration shall be given to the
issue of which party actually prepared, drafted or requested any term or condition of this
Agreement. All references in this Agreement to “dollars” or “$” shall mean United States dollars.




          26. In addition to the explicit provisions of Section 5 and Section 6, the terms of the
following Sections shall survive the Membership Closing: Sections 7, 8, 9, 10, 11, 12, 13, 15 – 25
and this Section 26.



[SIGNATURES ON FOLLOWING PAGE]







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          IN WITNESS WHEREOF, Member, DRA Member and the Company have duly executed this Agreement the
day and year first above written.



	 	 	 	 	 
	 	MEMBER:




COLONIAL OFFICE JV LLC, a Delaware limited liability
company

 	 
	 	By:  	/s/ C. Reynolds Thompson III
 	 
	 	 	Name:  	C. Reynolds Thompson III 	 
	 	 	Title:  	President and CFO 	 
	 



	 	 	 	 	 
	 	DRA MEMBER:



DRA CRT ACQUISITION CORP., a Delaware corporation

 	 
	 	By:  	/s/ Jean Marie Apruzzese
 	 
	 	 	Name:  	Jean Marie Apruzzese 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	COMPANY :



CRTP OP LLC, a Delaware limited liability company

 	 
	 	By: DRA CRT ACQUISITION CORP., a        Delaware corporation 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                      /s/ Jean Marie Apruzzese
 	 
	 	 	Name:  	Jean Marie Apruzzese 	 
	 	 	Title:  	Vice President 	 



12









 






	 	 	 	 	 



EXHIBIT 1




FORM OF ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS 






          This Assignment and Assumption of Membership Interests (this “Assignment”) is made as
of the 25th day of November, 2009 by and between COLONIAL OFFICE JV LLC, a Delaware limited
liability company, having an address at 2101 6th Avenue North, Suite 750, Birmingham,
Alabama 35203 (“Assignor”) and CRTP OP LLC, Delaware limited liability company, having an
address at c/o DRA Advisors LLC, 220 East 42nd Street, New York, New York 10017
(“Assignee”).



W I T N E S S E T H :





          WHEREAS, Assignor, is the owner of a fifteen percent (15%) membership interest (the
“Colonial Membership Interests”) in Assignee pursuant to that certain Amended and Restated
Limited Liability Company Agreement dated as of September 27, 2005, as amended by the First
Amendment to Amended and Restated Limited Liability Company Agreement dated as of December 30, 2008
(as amended, the “LLC Agreement”); and




          WHEREAS, pursuant to that certain Redemption of Membership Interests Agreement (the
“Redemption Agreement”) dated as of November 25th, 2009 between Assignor, Assignee and DRA
CRT Acquisition Corp., Assignor has agreed to transfer, assign and convey the Colonial Membership
Interests to Assignee in a redemption transaction and Assignee has agreed to accept such assignment
and assume all of Assignor’s obligations and liabilities with respect to the Colonial Membership
Interests under the LLC Agreement (the “Colonial Membership Obligations and Liabilities”)
from and after the date hereof, subject to the terms of this Assignment and the Redemption
Agreement.




          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:




          1. Effective on the date hereof, Assignor hereby transfers, assigns and conveys all of its
right, title and interest in the Colonial Membership Interests to Assignee with all of the rights,
powers, privileges and interests of Assignor arising out of or pursuant to the LLC Agreement, as
the same may be amended and restated, and withdraws as a Member of the Company.




          2. Assignee hereby accepts such assignment and releases Assignor from the Colonial Membership
Obligations and Liabilities from and after the date hereof subject to the terms of the
Redemption Agreement.




          3. This Assignment is made without warranty or representation by Assignor 












 




and without recourse
to Assignor in any manner whatsoever, express or implied, except as
may otherwise be expressly set forth in this Assignment and in the Redemption Agreement.





          4. This Assignment may not be modified, altered or amended, or its terms waived, except by an
instrument in writing signed by the parties hereto.




          5. None of the provisions of this Assignment are intended to be, nor shall they be construed
to be, for the benefit of any third party.




          6. This Assignment may be executed in counterparts all of which taken together shall
constitute one original assignment.




          7. If any provision of this Assignment is determined by a court of competent jurisdiction to
be invalid or unenforceable, such determination will not effect the remaining provisions of this
Assignment, all of which will remain in full force and effect.




          8. This Assignment shall be governed by the laws of the State of Delaware.



[SIGNATURES ON FOLLOWING PAGE]

















 









          IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of
the date first above written.



	 	 	 	 	 
	 	ASSIGNOR:

COLONIAL OFFICE JV LLC, a Delaware limited liability
company

 	 
	 	By:  	/s/ C. Reynolds Thompson III
 	 
	 	 	Name:  	C. Reynolds Thompson III 	 
	 	 	Title:  	President and CFO 	 
	 



	 	 	 	 	 
	 	ASSIGNEE:

CRTP OP LLC, a Delaware limited liability company




By : DRA CRT ACQUISITION CORP.

 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Jean Marie Apruzzese
 	 
	 	 	Name:  	Jean Marie Apruzzese 	 
	 	 	Title:  	Vice President 	 
	 
















 





EXHIBIT 2




PROPERTIES



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Name	 	Property Address	 	City	 	State	 	ZIP	 	Fee Simple Owner
	 
	7777 Baymeadows Way

	 	7777 Baymeadows Way
	 	Jacksonville
	 	FL
	 	 	32256	 	 	CRT Baymeadows Ltd.
	Atlantic Center Plaza

	 	1180 W. Peachtree Street
	 	Atlanta
	 	GA
	 	 	30309	 	 	CRT ACP, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Baymeadows Center (5 Bldgs):

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Baymeadows Center LLC
	Gunti Building

	 	8928 Freedom Commerce
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Hamilton

	 	8375 Dix Ellis Trail
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Jackson

	 	8381 Dix Ellis Trail
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Desoto

	 	8880 Freedom Crossing Trail
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Suwannee

	 	8875 Liberty Ridge
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Nassau

	 	8350 Dix Ellis Trail
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Osborn Building

	 	8928 Freedom Commerce Parkway
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Birmingham Land

	 	TBD
	 	Birmingham
	 	AL
	 	 	 	 	 	DRA CRT Alabama Land LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Broward Financial Center

	 	500 East Broward Boulevard
	 	Fort Lauderdale
	 	FL
	 	 	33312	 	 	CTA Partners LP
	Chamblee Center (21 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Chamblee Center LLC
	Cambridge

	 	2965 Flowers Rd. S.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Colgate

	 	2920 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Columbia

	 	2900 Woodcock Blvd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Cornel

	 	3355 Northeast Expressway
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Davidson

	 	2858 Woodcock Blvd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Drake

	 	2990 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Duke

	 	2872 Woodcock Blvd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Fordham

	 	2980 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Name	 	Property Address	 	City	 	State	 	ZIP
	 	Fee Simple Owner
	Hollins

	 	2970 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Darthmouth

	 	3395 Northeast Expressway
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Harvard

	 	3375 Northeast Expressway
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	McGill

	 	2835 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Oglethorpe

	 	2971 Flowers Rd. So.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Oxford

	 	2951 Flowers Rd. So.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Rhodes

	 	3005 Chamblee Tucker
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Rutgers

	 	3003 Chamblee Tucker
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Stanford

	 	2960 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Tulane

	 	2888 Woodcock Blvd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Vanderbilt

	 	2939 Flowers Rd
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Yale

	 	2945 Flowers Rd
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Williams

	 	2877 Brandywine Rd.
	 	Atlanta
	 	GA
	 	 	30341	 	 	 
	Charlotte Univ Center (2 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Charlotte University Center LP
	 
	Resource SQ I

	 	10925 David Taylor Drive;
	 	Charlotte
	 	NC
	 	 	28262	 	 	 
	Resource SQ II

	 	10926 David Taylor Drive;
	 	Charlotte
	 	NC
	 	 	28263	 	 	 
	Greensboro Land

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Greensboro Land LP
	 

	 	4904 Koger Boulevard
	 	Greensboro
	 	NC	 	 	 	 	 	 
	 

	 	2405 West Meadowview Boulevard
	 	Greensboro
	 	NC	 	 	 	 	 	 
	 

	 	2407 West Meadowview Boulevard
	 	Greensboro
	 	NC	 	 	 	 	 	 
	 

	 	1700 Pincroft
	 	Greensboro
	 	NC	 	 	 	 	 	 
	 

	 	1087 Stanley Road
	 	Greensboro
	 	NC	 	 	 	 	 	 
	Jacksonville JTB Center (4 Bldgs)

	 	including Landstar
	 	Jacksonville
	 	FL
	 	 	32224	 	 	DRA CRT JTB Center LLC
	 
	Carlton

	 	5011 Gate Parkway -Bld 100
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Collier

	 	5011 Gate Parkway- Bldg 200
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Deerwood Park

	 	7596 Centurion Pkwy
	 	Jacksonville
	 	FL
	 	 	32256	 	 	 
	Landstar

	 	13410 S. Sutton Park
	 	Jacksonville
	 	FL
	 	 	32224	 	 	DRA Landstar LLC
	 
	Germantown Center

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Germantown Center LP






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Name	 	Property Address	 	City	 	State	 	ZIP	 	Fee Simple Owner
	Gainesborough

	 	65 Germantown Court
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Grove

	 	60 Germantown Court
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Kimbrough

	 	57 Germantown Court
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Land

	 	Germantown Pkwy
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Oak Ridge

	 	8000 Centerview Pky.
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Parkway

	 	8001 Centerview Pky.
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Stuart

	 	51 Germantown Court
	 	Memphis
	 	TN
	 	 	38018	 	 	 
	Lake Mary Center (2 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Lake Mary Center LLC
	Primera I

	 	610 Crescent Executive Center
	 	Lake Mary
	 	FL
	 	 	32746	 	 	 
	Primera II

	 	615 Crescent Executive Center
	 	Lake Mary
	 	FL
	 	 	32746	 	 	 
	Lakes on Post Oaks (3 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Post Oak LP
	 

	 	3000 Post Oak Boulevard
	 	Houston
	 	TX
	 	 	77056	 	 	 
	 

	 	3040 Post Oak Boulevard
	 	Houston
	 	TX
	 	 	77057	 	 	 
	 

	 	3050 Post Oak Boulevard
	 	Houston
	 	TX
	 	 	77058	 	 	 
	Orlando Central Center (21 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Orlando Central Center LLC
	Amherst

	 	3203 Lawton Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Bainbridge

	 	3421 Lawton Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Bennington

	 	3555 Maguire Blvd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Carr

	 	3113 Lawton Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Chandler

	 	3438 Lawton Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Commodore

	 	3444 McCrory Place
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Enterprise

	 	1001 Executive Ctr
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Essex

	 	3101 Maguire Blvd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Forrestal

	 	930 Woodcock Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Hollister

	 	3535 Lawton Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Independence

	 	1010 Executive Ctr
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Lexington

	 	3319 Maguire Blvd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Palmetto

	 	1040 Woodcock Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Porterfield

	 	3191 Maguire Blvd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Name	 	Property Address	 	City	 	State	 	ZIP	 	Fee Simple Owner
	Princeton

	 	1060 Woodcock Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Rockbridge

	 	1000 Woodcock Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Saratoga

	 	3165 McCrory Place
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	St. Paul

	 	1080 Woodcock Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Tedder

	 	988 Woodcock Rd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Yorktown

	 	3657 Maguire Blvd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Langley

	 	3751 Maguire Blvd.
	 	Orlando
	 	FL
	 	 	32803	 	 	 
	Orlando Central Land

	 	Adjacent to Orlando Central Office Park
	 	Orlando
	 	FL
	 	 	32803	 	 	DRA CRT Orlando Central Land LLC
	 
	Orlando University (4 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	DRA CRT Orlando University Center LLC
	Cragg

	 	3452 Lake Lynda Dr.
	 	Orlando
	 	FL
	 	 	32817	 	 	 
	Dover

	 	11301 Corporate Blvd
	 	Orlando
	 	FL
	 	 	32817	 	 	 
	Rosemont Bldg

	 	11315 Corporate Blvd
	 	Orlando
	 	FL
	 	 	32817	 	 	 
	Laurel

	 	3504 Lake Lynda Dr.
	 	Orlando
	 	FL
	 	 	32817	 	 	 
	Glenridge

	 	3505 Lake Lynda Dr.	 	 	 	 	 	 	 	 	 	 
	Park
at Windward Concourse (McGinnis Park)

	 	
	 	 	 	 	 	 	 	 	 	CRT/McGinnis Office, Ltd.
	 
	100 Mcginnis Park

	 	1720 Windward Concourse
	 	Alpharetta
	 	GA
	 	 	30005	 	 	 
	200 Mcginnis Park

	 	1725 Windward Concourse
	 	Alpharetta
	 	GA
	 	 	30005	 	 	 
	McGinnis Park Land

	 	Adjacent to PWC Office Park
	 	Alpharetta
	 	GA
	 	 	30005	 	 	CRT/McGinnis Undeveloped, Ltd.
	Perimeter Center

	 	1455 Lincoln Parkway
	 	Atlanta
	 	GA
	 	 	30346	 	 	DRA CRT Perimeter Center LLC
	Signature Place (2 Bldgs)

	 	 	 	 	 	 	 	 	 	 	 	CRT Signature Place LP
	Sig. I

	 	14755 Preston Road
	 	Dallas
	 	TX
	 	 	75254	 	 	 
	Sig. II

	 	14785 Preston Road
	 	Dallas
	 	TX
	 	 	75254	 	 	 
	Westchase Corp Center

	 	10111 Richmond Avenue
	 	Houston
	 	TX
	 	 	77042	 	 	CRT Westchase LP